Shareholder Information.

Shareholder information

Share capital and classes

The Articles establish a framework for Ordinary Shares, Class A Founder Preferred Shares, Class B Employee Shares and Class C Acquisition Shares (Articles 88–91). The company register records 1,000,000 Preference Shares with a nominal value of £0.001 each allotted to Timo Bernd Strattner on incorporation. The register specifies a holder conversion right of 1 Preference Share into 1,000 Ordinary Shares. Article 89.3 of the adopted Articles, however, states a different conversion ratio for Class A Preferred Shares; the legal terms and share-class designation require formal reconciliation. The Articles also refer to intended allotments, which should not be presented as shares already issued.

Voting and general meetings

Ordinary Shares carry one vote per share under Article 89. General meetings, polls and proxy arrangements are governed by Articles 28–42. Shareholders may appoint proxies in accordance with the notice requirements in Articles 38–39.

Dividends and transfers

The Articles govern share transfers (Articles 63–68) and the declaration and payment of dividends and distributions (Articles 70–77). Any distribution remains subject to applicable law and corporate approvals.

Share authorities

Article 92 provides a directors' allotment authority subject to its stated limits, duration, statutory pre-emption rights and other applicable approvals. Article 93 addresses pre-emption rights and permitted equity financing arrangements.

Important constitutional distinction: the initial register specifies 1:1,000 conversion for Preference Shares, while Article 89.3 specifies 1:1 for Class A Preferred Shares. The intended 1:1,000 ratio should not be treated as an amended constitutional provision until the relevant documents and filings have been reconciled.