Alina Holdings PLC: AGM Notice

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser. If you have sold or otherwise transferred all your shares in the Company, please forward this document, and the enclosed Form of Proxy, as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

Alina

Holdings PLC

Notice of Annual General Meeting

Alina Holdings PLC

(company number 05304743)

(the “Company”)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the Company will be held at Anjuna, 28 Avenue de la Liberté, 06360 Eze, France on Wednesday 12th June 2024 at 10 am (CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 5 as ordinary resolutions and as to resolutions 6 to 8 as special resolutions. The financial statements for the company for the 12 month period ended 31 December 2023 will be published on or before 30 April 2024.

The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the proposed resolutions. The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.

Ordinary Business

1. To receive and adopt the report of the Directors and the financial statements of the Company for the 12 months period ended 31 December 2023, together with the report of the auditors thereon.
2. To approve the Remuneration Report contained in the report of the Directors and the financial statements for the 12 months’ period ended 31 December 2023.
3. To re-appoint RPG Crouch Chapman LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determine their remuneration.
4. To re-elect Tim Donell as a director in accordance with article 112 of the Company’s Articles of Association.

Special Business

5. THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”) to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company (“Relevant Securities”) up to a maximum aggregate nominal amount of £75,650 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this Resolution save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired.
6. THAT, subject to and conditional on, the passing of Resolution 5, the Directors be empowered, pursuant to Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash pursuant to the authority given by Resolution 7 as if Section 561(1) of the Act did not apply to any such allotment and/or sale of ordinary shares provided that this power shall be limited to:
   1. the allotment of equity securities and/or sale of ordinary shares in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
   2. the allotment (otherwise than pursuant to sub-paragraph (a) above) of