THE GILLINGHAM MASONIC CLUB COMPANY LTD

(Company Number 00176643)

(the “Company”)

The Company has a number of shareholders that it has been unable to make contact with and is therefore advertising notice of the Extraordinary General Meeting referred to below.

Shareholders who have general queries about the Extraordinary General Meeting should contact the Company at its registered office or by emailing the Company secretary at companysecretary@franklin-rooms.co.uk.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at the registered office of the Company at Masonic Centre, Franklin Road, Gillingham, Kent, ME7 4DF on Friday 4th October 2024 at 7.30pm to consider and, if thought fit, pass:

(1) a special resolution approving and adopting new articles of association for the Company (the “New Articles”);

(2) Subject to the passing of resolution (1), THAT, in accordance with section 569 of the Companies Act 2006, the directors of the Company be authorised to allot equity securities (as defined in the Companies Act 2006) of the same class as the Company’s existing class of shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment.

(3) Subject to the passing of resolutions (1) and (2), THAT the issued share capital of the Company be reduced from £10,040 divided into 10,040 ordinary shares of £1 each to £40 divided into 40 ordinary shares of £1 each by:

(a) cancelling [3,779] fully paid ordinary shares each registered in the names of the shareholders listed in Schedule 1 of this notice (being Untraced Shareholders);

(b) cancelling [1,301] fully paid ordinary shares in issue but which do not have an identified holder (being Unknown Shareholders),

(and together their shares being the Cancelled Shares) and a sum representing the nominal value of the Cancelled Shares be credited to a reserve in the accounts of the Company in accordance with the Company’s articles of association and shall not be paid to the Untraced Shareholders or Unknown Shareholders and there shall be no requirement for the share capital to be reduced pari passu; and

subject to the passing of resolution (4), buying back the shares of the shareholders listed in Schedule 1 of the buyback agreement (the Buyback Agreement) and cancelling those shares (each a Buy Back Share) and the sum of £1 per share arising as a result of such reduction be paid to the holder of each Buy Back Share.

To consider and, if thought fit, approve the following resolution that will be proposed as an ordinary resolution:

(4) Subject to the passing of resolutions (1) and (3), THAT the terms of the Buyback Agreement to be made between the Company and the shareholders listed in Schedule 1 of the Buyback Agreement for the purchase by the Company of [4,150] ordinary shares of £1 each in the capital of the Company for £1 per share, are approved and the Company is authorised to enter into the Buyback Agreement.

Copies of the New Articles, a list of Untraced Shareholders, and the buyback contract are available for inspection at the Company’s registered office between 9am and 5pm, Monday to Friday, up to and including the date of the Extraordinary General Meeting (by prior appointment with the Company Secretary Andrew Mahoney at companysecretary@franklin-rooms.co.uk

Any Untraceable Shareholder or successor in title wishing to object to the share capital reduction should notify the Company prior to 5.00pm on 1st October and produce satisfactory evidence of ownership of shares.

A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company in accordance with the articles of association of the Company. A member may appoint more than one proxy in relation to a meeting. A proxy need not be a member of the company.

By order of The Board of Directors

THE GILLINGHAM MASONIC CLUB COMPANY LIMITED

Andrew Mahoney, Company Secretary

1st September 2024