Notice of GM

17 February 2026

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

Notice of General Meeting

Beacon Rise (LSE: BRS) announces that a circular (the "Circular") containing a notice convening the General Meeting of the Company (the "GM") will be posted to shareholders today setting out further details in relation to:

· The subdivision and redesignation of each existing ordinary share of £1.00 each ("Ordinary Share") in issue into (i) one new ordinary share of £0.0001 each (the "New Ordinary Share") and (ii) one new deferred share of £0.9999 each (the "New Deferred Share") (together the "Share Capital Reorganisation");

· the grant of the directors' authority to allot shares and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £103.36 (which amounts to 1,033,600 New Ordinary Shares) representing approximately two-thirds of the Company's issued share capital following the Share Capital Reorganisation;

· the extension of the period for completing an initial transaction by a further 12 months, from 24 March 2026 to 24 March 2027;

· the adoption of new articles of association, with effect from the Share Capital Reorganisation record date, as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles;

· granting the directors' power to allot equity securities on a non-pre-emptive basis limited to the allotment of equity securities up to an aggregate nominal amount of £31.01 (which amounts to 310,100 New Ordinary Shares) representing approximately 20 per cent. of the Company's issued share capital following the Share Capital Reorganisation; and

· allowing for a general meeting of the Company, other than an annual general meeting, to be called on not less than 14 clear days' notice.

The GM will be held at Sheldon Room, Regus, 6th Floor, 2 Kingdom Street, London, W2 6BD at 2.30 p.m. on 12 March 2026.

Proposed Share Capital Reorganisation

The directors of Beacon Rise (the "Board") are proposing that each existing Ordinary Share of £1.00 will be subdivided into one New Ordinary Share of £0.0001 each and one New Deferred Share of £0.9999 each.

Each New Ordinary Share will carry the same rights as each existing Ordinary Share under the Company's articles of association . No new certificates will be issued in relation to the existing Ordinary Shares, and the existing share certificates will remain valid entitling the registered holder to the same number of New Ordinary Shares.

Each New Deferred Share will have very limited rights and will effectively be valueless. CREST accounts of Shareholders will not be credited in respect of any entitlement to New Deferred Shares, and no share certificates will be issued in respect of New Deferred Shares.

The New Deferred Shares will have the rights and restrictions as set out in the Articles of Association in respect of deferred shares, which do not entitle their holders to receive notice of or attend or vote at any general meeting of the Company or to receive a dividend or other distribution and provide the Company with the authority to transfer them at effectively nil consideration per New Deferred Share to a custodian nominated by the Company. The New Deferred Shares will not be admitted to trading on AIM or any other exchange.

Following the passing of all the resolutions at the GM, the Company will implement the Share Capital Reorganisation and make an application for admission of the 1,550,333 New Ordinary Shares to trading on the main market of the London Stock Exchange at 8:00 a.m. on 13 March 2026.

The number of ordinary shares in issue, and held by each Shareholder, will not change. It is simply the nominal value of the existing Ordinary Shares which will change. Accordingly, the Share Capital Reorganisation will result in the issue of 1,550,333 New Ordinary Shares and 1,550,333 New Deferred Shares.

The New Ordinary Shares will continue to carry the same rights as those attached to the existing Ordinary Shares, save for the change in nominal value. The New Ordinary Shares will have the same ISIN number and SEDOL code as the existing Ordinary Shares.

In accordance with UK Listing Rule 22.2.6R of the UK Financial Conduct Authority (the "FCA"), copies of the following documents have been submitted to the FCA and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

· Circular;

· Form of Proxy for the General Meeting (the "Proxy Form");

· New Articles; and

· A tracked changes version of the Company's existing articles of association showing the changes made to these articles which are incorporated in the New Articles (the "Comparison").

Publication on website

Copies of the Circular, the Proxy Form and the New Articles together with the Comparison can also be viewed on the Company's website at https://www.beaconrise.uk/index.php/investors/77-general-meeting.

Capitalised terms in this announcement shall have the same meaning as set out in the Circular.

More information on the Company can be viewed at: www.beaconrise.uk.

Enquiries:

Expected Timetable of Principal Events

(1) Assuming that the Share Capital Reorganisation Resolutions are passed at the General Meeting.

Note:

If any of the details contained in the timetable above should change, the revised time and dates will be notified to Shareholders by means of a Regulatory Information Service announcement. All references to times and dates in this announcement are to time and dates in London, United Kingdom.