19th Feb 2026 13:43
This announcement contains information which, prior to its disclosure, was inside information as defined under assimilated Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
19 February 2026
Satsuma Technology PLC
('Satsuma' or the 'Company')
Publication of Circular and Notice of Requisitioned General Meeting
The Company announces that it is publishing a circular (the "Circular") today setting out details of the Company's response to the requisition requests that it has recently received and containing Notice of the Requisitioned General Meeting to be held at the offices of Bryan Cave Leighton Paisner LLP at Governor's House, 5 Laurence Pountney Hill, London, EC4R 0BR, United Kingdom on 19 March 2026 at 10:00 a.m. (the "Requisitioned General Meeting"),
Since receipt of the requests under section 303 of the Act to convene the Requisitioned General Meeting, the Non-Executive Directors of the Board have consulted with Shareholders and understand the loss of confidence in the Company's executive team and the concern over the Company's cost base.
The Non-Executive Directors also understand that it appears there is currently support for the Resolutions from a majority of the Company's beneficial shareholders. They have therefore already implemented the requirements of one of the resolutions requested in the Requisitions by reaching an agreement with Andrew Smith regarding his resignation as a director and the termination of his employment. The Non-Executive Directors have also implemented an immediate review of the Company's cost base which is expected to result in a significant reduction in the costs of running the business.
The Non-Executive Directors intend to continue to act in accordance with the best interests of the Company. In light of this, and based on the Requisitions received from Shareholders and subsequent conversations the Non-Executive Directors have had with those Shareholders, the Non-Executive Directors of the Board believe that the removal of Henry K. Elder is in the best interests of the Company's security holders as a whole, and therefore recommend voting in favour of the Resolution regarding the proposed removal of Henry K. Elder from office.
The Non-Executive Directors will continue to engage and work with Shareholders over the coming days and weeks to try and reach a mutually acceptable position with respect to the Requisitions that have been received, and specifically in relation to the Resolutions regarding the proposed appointments of Nicholas Lee and Patrick Dean as Non-Executive Directors of the Company. The Non-Executive Directors have not yet received detailed information about, or had detailed interactions with, either Nicholas Lee or Patrick Dean and they would like to take the opportunity to engage with them over the coming days and weeks to better understand whether their appointment will be in the best interests of the Company. Once the Non-Executive Directors have done so and have more information to enable them to form a view on the Resolutions regarding the proposed appointments of Nicholas Lee and Patrick Dean, they intend to provide Shareholders with their recommendation as to the voting actions they should take for those Resolutions. They intend to provide this by way of a supplemental communication to Shareholders by no later than 14 clear days before the date scheduled for the Requisitioned General Meeting.
Given the subject matter of the Requisitions, Henry K. Elder has not taken part in the detailed Board discussions on the subject matter of the Circular or this announcement.
Capitalised terms used in this announcement shall have the meanings ascribed to them in the Circular, unless the context otherwise requires.
A copy of the Circular will shortly be available on the Company's website at https://www.satsuma.digital/investors and has also been submitted to the National Storage Mechanism where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Satsuma Technology PLC Data Counsel Steffan Williams William Barker | via Data Counsel
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