Notice of AGM; Proposed Capital Reorganisation

11 August 2026

Distil plc

 ("Distil" or "Company")

Notice of AGM; Proposed Capital Reorganisation

Distil plc (AIM:DIS) announces that its Annual General Meeting ("AGM") will be held at 10.00 a.m. on Thursday 3 September 2026 at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB.

Distil further announces that the audit of its financial statements for the year ended 31 March 2026 ("Report & Accounts") is near completion but has yet to be finalised. The Company expects to publish its Report & Accounts before 30 September 2026.

The Notice of AGM and Form of Proxy will be posted to shareholders today. Copies of these documents will shortly be available on the Company's website at www.distil.uk.com

Capital Reorganisation

Resolutions at the AGM include those to facilitate a capital reorganisation.

Pursuant to the provisions of section 580 of the Act, the Company may not issue shares at an issue price which is less than the nominal value of those shares. The market price for the Company's existing Ordinary Shares is currently below its nominal value.

In order to enable the Company to issue new Ordinary Shares at an issue price which exceeds their nominal value, while maintaining the same number of Ordinary Shares in issue, Shareholders' approval is being sought to undertake the Capital Reorganisation.

The Company is proposing the subdivision and re-designation of the existing Ordinary Shares and an amendment to the Company's articles of association, in order to achieve a reduction in the par value of each existing Ordinary Share.

The Company presently has 2,033,799,769 existing Ordinary Shares in issue, each of which has a nominal value of 0.1 pence.

It is proposed that each of the 2,033,799,769 existing Ordinary Shares will be subdivided into and redesignated as one new Ordinary Share of 0.01p and 1 B Deferred Share of 0.09p.

Existing share certificates will remain valid instruments of title - no replacement share certificates will be issued following the Capital Reorganisation. CREST accounts of Shareholders will not be credited in respect of any entitlement to new B Deferred Shares, and no share certificates will be issued in respect of the new B Deferred Shares.

Expected timetable

2026

Posting of the Notice of Meeting and the form of proxy 11 August

Latest time and date for receipt of forms of proxy for the Annual General Meeting 10.00 a.m. on 1 September

Annual General Meeting 10.00 a.m. on 3 September

Announcement of the result of the Annual General Meeting 3 September

Last day of dealings in existing Ordinary Shares Close of business 3 September

Record Date for Capital Reorganisation 6.00 p.m. on 3 September

Admission of new Ordinary Shares to trading on AIM 8.00 a.m. on 4 September

Enquiries:

For further information, please contact: