Notice of General Meeting

Shearwater Group PLC

25 September 2026

 

25 September 2026

Shearwater Group plc

("Shearwater", or the "Group")

Notice of General Meeting

Shearwater Group plc (AIM: SWG), the cybersecurity, advisory, and managed security services group, announces that it has today published a circular containing a notice of general meeting (“GM”) to be held at 10 a.m. on 13 October 2026 at the Company’s office at 32 Threadneedle Street, London, EC2R 8AY.

Shareholders will be asked to approve two special resolutions at the GM (together, the “Resolutions”). Resolution 1 will, subject to confirmation by the High Court of Justice in England and Wales (the “Court”), cancel and extinguish the Company’s existing deferred shares and cancel the Company’s share premium account. Resolution 2 will, subject to and with effect from the capital reduction becoming effective, amend the Company’s articles of association to remove the provisions which relate specifically to the deferred shares.

Background and rationale

Shearwater Group plc currently has an accumulated historic deficit on its profit and loss reserve, principally arising from accounting write-downs in the carrying value of its investments. Whilst the Company’s recent trading performance has been positive, the profits generated have not been sufficient to eliminate that accumulated deficit and restore distributable reserves. As a consequence, the Company is currently unable to make distributions to shareholders or undertake share repurchases.

The Board believes that it is in the best interests of the Company and its shareholders for the Company to have flexibility, where appropriate and subject to applicable law and the Company’s financial position at the relevant time, to return value to shareholders by way of dividends. The Directors also believe that share repurchases could provide an additional tool to support liquidity in the Company’s ordinary shares and reduce short-term share price volatility associated with historically low trading volumes. For the avoidance of doubt, however, any future dividend or share repurchase would require a separate decision of the Board and is not being approved by the Resolutions.

Accordingly, the Company is proposing a court-approved reduction of capital (the “Reduction”) comprising (i) the cancellation and extinguishment for no consideration of all 22,106,460 deferred shares of £0.90 each in the capital of the Company (the “Deferred Shares”), having an aggregate nominal value of £19,895,814, and (ii) the cancellation in its entirety of the amount standing to the credit of the Company’s share premium account immediately prior to the Reduction becoming effective. The Company’s merger reserve will not form part of the Reduction and will remain unaffected.

The aggregate amount arising from these cancellations will be credited to the Company’s accumulated profits and losses reserve, to be applied first against the Company’s accumulated losses and, to the extent a positive balance remains, available for lawful purposes subject to applicable law, the Court order and any creditor protection arrangements. The Reduction itself will not involve any payment or distribution to shareholders.

The Reduction is subject to shareholder approval by special resolution and subsequent confirmation by the Court. If Resolution 1 is passed, the Company intends to apply to the Court for confirmation of the Reduction. The Court may require appropriate creditor protection measures or undertakings. The Reduction will become effective only when the Court order confirming the Reduction and the required statement of capital have been registered by the Registrar of Companies in accordance with the Companies Act 2006.

General Meeting

Each of the Resolutions will require a majority in favour of at least 75 per cent. of the votes cast by shareholders entitled to vote (whether in person or by proxy).

The directors consider that the Resolutions to be considered at the GM are in the best interests of the Company and Shareholders as a whole. Accordingly, the directors recommend that shareholders vote in favour of each Resolution.

The circular, including the notice of GM and details of how to vote, is available on the Company’s website at www.shearwatergroup.com.

Enquiries

Shearwater Group plc Phil Higgins, CEO Jonathan Hall, CFO	www.shearwatergroup.com c/o Alma
Cavendish Capital Markets Limited – NOMAD and Broker Adrian Hadden / Ben Jeynes – Corporate Finance Dale Bellis / Michael Johnson - Sales	[phone]
Alma Strategic Communications Justine James / Joe Pederzolli / Emma Thompson	[e-mail] [phone]

About Shearwater Group plc

Shearwater Group plc is an award-winning group providing cyber security, managed security and professional advisory solutions to create a safer online environment for organisations and their end users.

The Group's differentiated full service offering spans identity and access management and data security, cybersecurity solutions and managed security services, and security governance, risk and compliance. Its growth strategy is focused on building a scalable group that caters to the entire spectrum of cyber security and managed security needs, through a focused buy and build approach.

The Group is headquartered in the UK, serving customers globally across a broad spectrum of industries.

Shearwater shares are listed on the London Stock Exchange's AIM under the ticker "SWG".  For more information, please visit www.shearwatergroup.com.

 

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