Baltic Classifieds : Notice of AGM 2024

Notice of the Annual General Meeting of Baltic Classifieds Group PLC, which has been convened for 11.00 am (local time) / 9.00 am (BST) on 27 September 2024 is set out on pages 4 to 12 of this document.

YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 9.00 am (BST) on 25 September 2024. Further details on how Shareholders can appoint the Chair of the meeting as their proxy are set out in this document.

The Board kindly requests that you pre-register your intention to attend by emailing [email protected] by no later than 5.00 pm (BST) on 25 September 2024. If you are attending in person, please bring photographic identification with you in order to comply with the building security requirements. Any changes to the arrangements for the AGM will be communicated to Shareholders before the meeting through our website www.balticclassifieds.com/shareholder-informationand, where appropriate, announced to the London Stock Exchange via a regulatory information service.

If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant or other duly authorised professional advisor.

If you have sold or otherwise transferred all of your shares in the Company, please forward this document, together with the accompanying documents (except for any personalised forms), as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

note 3 on page 11 of this document.

Baltic Classifieds Group PLC Registered in England & Wales Highdown House

Yeoman Way Worthing West Sussex United Kingdom BN99 3HH

Company number: 13357598 23 July 2024

Shareholders who wish to appoint a proxy are recommended to appoint the Chair of the meeting as their proxy. Alternatively, you may appoint another person as your proxy in accordance with the above methods, however if such person is unable to attend, or is prevented from attending, the AGM your vote may not be cast. Please note that the deadline for the receipt by the Company’s Registrar of all proxy appointments is 9.00 am (BST) on 25 September 2024.

Dividend

The Board is pleased to be recommending a final dividend of €2.1 cents per Ordinary Share. In connection with the final dividend the Company will offer a dividend currency election. Further detail on this is provided on page 7 of this document.

Directors

All directors will stand for election or re-election at the AGM, in line with the provisions of the UK Corporate Governance Code 2018. The Board considers each director to be fully effective and committed to their role and recommends them all for election by Shareholders. The directors’ biographies are found in the Annual Report and Accounts on pages 42 to 43.

Authorities in Relation to Share Buybacks

As announced at the Full Year Results on 3 July 2024, the Company is seeking the necessary authorities for the Board to continue a share buyback programme. As the Board would like to retain flexibility on the format of any share buyback, it is seeking authority for both an on-market share buyback (Resolution 19) and an off- market share buyback (Resolution 20).

Resolution 20 authorises the Company to conclude off-market purchases of fully paid Ordinary Shares from the Apax Holding Company or its nominee and approves the terms of the Buyback Contract.

For such time that Apax Holding Company is classed as a related party of the Company for the purposes of the Listing Rules, the entry by the Company into the Buyback Contract qualifies as a “smaller related party transaction” under Chapter 11 of the Listing Rules.

Any off-market purchases of shares made under the Buyback Contract are expected to be treated as a “small” or “smaller” related party transactions under Listing Rule 11. Although such purchases will not individually require shareholder approval as a related party transaction, certain other requirements are likely to apply, including, if there is a “smaller” related party transaction under the Listing Rules currently in force, the need for a written confirmation from the Company’s sponsor that the terms of the relevant off-market purchase are fair and reasonable as far as shareholders are concerned (a Fair and Reasonable Opinion).

Recommendation

The Board considers that the resolutions are fair and reasonable and in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of all resolutions to be proposed at the AGM as they intend to do in respect of their own beneficial holdings of Ordinary Shares (other than in respect of those matters in which they are interested).

Baltic Classifieds Group PLC

Notice of Annual General Meeting 2024

Key dates

All references to times in this document are to London times unless stated otherwise. Yours faithfully,

Trevor Mather

Chair

Baltic Classifieds Group PLC

Ordinary Resolutions

1. 
   To receive the reports of the directors and auditor and the audited financial statements of the Company for the financial year ended 30 April 2024.
2. 
   To approve the directors’ Remuneration Report for the financial year ended 30 April 2024 which is set out on pages
   60 to 65 of the Annual Report and Accounts (other than the summary of the directors’ remuneration policy which is set out on page 61 of the Annual Report and Accounts).
3. To declare a final dividend of €2.1 cents per Ordinary Share for the financial year ended 30 April 2024, payable on 18 October
   2024 to ordinary Shareholders registered on the register of members at the close of business on 13 September 2024.
4. To re-elect Trevor Mather as a director of the Company.
5. To re-elect Justinas Šimkus as a director of the Company.
6. To re-elect Lina Mačienė as a director of the Company.
7. To re-elect Simonas Orkinas as a director of the Company.
8. To re-elect Ed Williams as a director of the Company.
9. To re-elect Tom Hall as a director of the Company.

10.To re-elect Kristel Volver as a director of the Company.

11.To re-elect Jurgita Kirvaitienė as a director of the Company.

12.To elect Rūta Armonė as a director of the Company.

13.To re-appoint KPMG LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.

14.To authorise the audit committee for and on behalf of the Board to determine the remuneration of the auditor.

15.That, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:

1. 
   make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
2. 
   make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. 
   incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and ending at the close of business on 27 December 2025 or, if sooner, the conclusion of the next AGM of the Company after the passing of this resolution, unless previously renewed, varied or revoked by the Company in general meeting, provided that the maximum amounts referred to in paragraphs (a),

1. 
   and (c) of this resolution may comprise sums in different currencies which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

Forthepurposeofthisresolution,theterms”politicaldonations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in sections 363 to 365 of the Companies Act 2006.

16.Directors’ authority to allot shares That:

1. in substitution for all existing authorities, the directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. 
      up to an aggregate nominal amount of £1,627,268; and
   2. 
      comprising equity securities (as defined in section
      560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £1,627,268 in connection with a pre-emptive offer;
3. this authority shall expire at the earlier of the conclusion of the next AGM of the Company after the passing of this resolution or the close of business on 27 December 2025, unless previously renewed, varied or revoked by the Company in general meeting; and
4. 
   the Company may, before this authority expires, make offers or enter into agreements which would or might require shares to be allotted or rights to be granted after it expires and the directors may allot shares or grant rights in pursuance of such offer or agreement as if this authority had not expired.

For the purposes of this Resolution 16 “pre-emptive offer” means an offer of equity securities, open for acceptance for a period fixed by the directors, to:

1. 
   ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 
   holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

including an offer to which the directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Special Resolutions

17.General disapplication of pre-emption rights That:

1. in substitution for all existing authorities and subject to the passing of Resolution 16, the directors be generally empowered pursuant to section 570 of the Companies
   Act 2006 to allot equity securities (as defined in section
   560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 16 and/or pursuant to section 573 of the Companies Act 2006 to sell Ordinary Shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:
2. 1. to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (a)(ii) of Resolution 16, by way of a pre-emptive offer only):
   2. 1. to ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
      2. 
         to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. 
   to the allotment of equity securities pursuant to the authority granted by paragraph (a)(i) of Resolution 16 and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a)(i) of this Resolution
2. 1. 
      up to a nominal amount of £488,180 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, Ordinary Shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
3. 
   to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a)(i) or paragraph (a)(ii) of this Resolution 17) up to a nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a)(ii) of this Resolution 17, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting,

4. such authority to apply until the earlier of the conclusion of the next AGM of the Company or until the close of business on 27 December 2025, unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purpose of this Resolution 17, “pre-emptive offer” has the same meaning as in Resolution 16 above.

Baltic Classifieds Group PLC

Notice of Annual General Meeting 2024

18.Additional disapplication of pre-emption rights in connection with an acquisition or specified capital investment

1. 
   That, in addition to any authority granted under Resolution 17, and subject to the passing of Resolution 16, the directors be generally empowered pursuant to section 570 of the
   Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 16 and/or pursuant to section 573 of the Companies Act 2006 to sell Ordinary Shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be:
2. 1. limited to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £488,180 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, Ordinary Shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date of this Notice of Meeting; and
   2. 
      limited to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a)(i) of this Resolution 18) up to a nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a)(i) of this Resolution 18, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting,

such authority to apply until the earlier of the conclusion of the next AGM of the Company or close of business on 27 December 2025 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the directors of the Company may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

19.On-market purchases of own shares

a. That in accordance with section 701 of the Companies Act 2006, the Company is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares on such terms and in such manner as the directors of the Company may determine, provided that:

1. 
   the maximum aggregate number of Ordinary Shares that may be purchased under this authority is 48,818,062 which represents 10% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting);
2. 
   the minimum price which may be paid shall be the nominal value of that Ordinary Share (exclusive of expenses payable by the Company in connection with the purchase);
3. 
   the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:
4. 1. 
      an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary Share in The London Stock Exchange Daily
      Official List for the five Business Days immediately preceding the day on which that Ordinary Share is purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;
5. 
   this authority shall expire at the earlier of the conclusion of the next AGM of the Company after the passing of this resolution, or the close of business on 27 December 2025 unless renewed before that time; and
6. 
   the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.

20.Off-market purchases of own shares

1. 
   That the Company is hereby authorised to make off-market purchases (as defined by section 693(2) of the Companies
   Act 2006) from the Apax Holding Company or its nominee of fully paid Ordinary Shares at such times and at such prices and in such numbers and otherwise on the terms and conditions as contemplated in the Buyback Contract (a copy of which was produced to the meeting and made available at the Company’s registered office prior to such date), provided that:
2. 1. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of the Company or at the close of business on 27 December 2025 (whichever is earlier); and
   2. 
      the Company may conclude a contract to purchase Ordinary Shares pursuant to the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after such expiry, and may make a purchase of Ordinary Shares in pursuance of any such contract as if the authority hereby conferred had not expired,

and, for the purposes of section 694 of the Companies Act 2006, the terms of the Buyback Contract be and are hereby approved.

21.Notice of general meetings

That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days’ notice.

By order of the Board

Eglė Sadauskienė

Group Company Secretary

23 July 2024

Registered office: Highdown House Yeoman Way Worthing

West Sussex United Kingdom BN99 3HH

Registered number: 13357598 Registered in England & Wales

The following pages provide further details of the resolutions being proposed at the AGM.

Resolutions 1 to 16 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed by members, more than 50% of the total votes validly cast must be in favour of the resolution. Resolutions 17 to 21 (inclusive) are proposed as special resolutions. For each of these resolutions to be passed, at least 75% of the total votes validly cast must be in favour of the resolution.

Resolution 1 – Annual Report and Accounts

The Board asks that Shareholders receive the reports of the directors and auditor and the audited financial statements of the Company for the financial year ended 30 April 2024.

Resolution 2 – Directors’

Remuneration Report

Resolution 2 seeks Shareholder approval of the directors’ Remuneration Report for the financial year ended 30 April 2024 (other than the summary of the directors’ remuneration policy), which can be found on pages 60 to 65 of the Annual Report and Accounts. The vote on Resolution 2 is advisory in nature and directors’ entitlement to remuneration is not conditional on it. The directors’ remuneration policy was approved by shareholders at the AGM on 28 September 2022 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year’s AGM. It will be put to shareholders for approval again by no later than the AGM in 2025. A summary of the directors’ remuneration policy can found on page 61 of the Annual Report and Accounts.

Resolution 3 – Declaration of dividend

The Board is recommending a final dividend for the financial year ended 30 April 2024 of €2.1 cents per Ordinary Share which can only be paid after the Shareholders at a general meeting have approved it. The AGM will be held on 27 September 2024.

If approved at the AGM, the final dividend will be paid on 18 October 2024 to Shareholders on the register of members of the Company at 5.00 pm (BST) on 13 September 2024.

Shareholders who were on the register as at close of business on 27 September 2024 with no alternative currency election in place will have been defaulted to receive dividends in Euro.

The exchange rate used to translate the declared value in respect of the final dividend will be announced on 4 October 2024.

Shareholders who wish to elect to receive the final dividend in pounds sterling (or wish to amend an existing election) will need to submit a completed application form to the Company’s Registrar. CREST Participants should enter their dividend election via CREST in accordance with the CREST dividend election process.

The Company’s Registrar must receive this by no later than 5.00 pm (BST) on 27 September 2024 otherwise any such election will only apply to subsequent dividends.

If you wish to make an election, please go to: www.balticclassifieds.com/ shareholder-information.

Resolutions 4 to 12 – Election and re-election of directors

In accordance with the Company’s articles of association and the recommendations in the UK Corporate Governance Code, Rūta Armonė will stand for election by the Shareholders for the first time following her appointment on 11 June 2024 and the rest of the directors will stand for reelection by the Shareholders. The Board believes that each director standing for election or re-election brings considerable and wide-ranging skills and experience to the Board as a whole. All directors proposed for election or re-election will be subject to an annual performance review and the Board confirms that they all make an effective and valuable contribution to the deliberations of the Board and demonstrate commitment to their roles.

Biographical details of our directors are available on our website www.balticclassifieds.com/our-boardand on pages 42 to 43 of the Annual Report and Accounts. It is the Board’s view that these biographical details illustrate why each director’s contribution is, and continues to be, important to the Company’s long-term sustainable success.

Resolutions 13 and 14 – Appointment and remuneration of the auditor

The Company is required at each general meeting at which accounts are presented to Shareholders to appoint an auditor to hold office until the next such meeting.

Resolution 13, which has been recommended to the Board by the audit committee, seeks the re-appointment of KPMG LLP as the Company’s auditor. Resolution 14 proposes to give the audit committee authority to determine the remuneration of the auditor, for and on behalf of the Board.

Resolution 15 – Authority to make political donations/ incur political expenditure

Resolution 15 concerns Part 14 of the Companies Act 2006 which provides that political donations made by a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

However, as a result of the wide definitions in the Companies Act 2006, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Companies Act 2006. Accordingly, authority is being sought as a precaution to ensure that the Company’s normal business activities do not infringe the Companies Act 2006. The Board has no intention of using this authority.

Resolution 15 seeks authority for the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure up to an aggregate limit of £100,000 in the period ending at the close of business on 27 December 2025 or, if earlier, the conclusion of the next AGM. This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Companies Act 2006 and is intended to authorise normal donations and expenditure. Under the Companies Act 2006, this authority may be for a period of up to four years. However, in line with corporate governance best practice, the Company seeks to renew the authority on an annual basis.

Any political donation made or political expenditure incurred which is in excess of £2,000 will be disclosed in the Company’s annual report for next year, as required by the Companies Act 2006. The authority will not be used to make political donations within the normal meaning of that expression.

Resolution 16 – Authority to allot shares

The purpose of Resolution 16 is to authorise the directors’ powers to allot shares in the Company. Resolution 16, which is in line with the Investment Association’s Share Capital Management

7

Guidelines (as updated in February 2023), authorises the directors:

1. 
   to allot Ordinary Shares (or grant rights to subscribe for, or convert any securities into, Ordinary Shares) up to an aggregate nominal amount equal to £1,627,268 (representing 162,726,876 Ordinary Shares of £0.01 each). This amount represents 33.3% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting); and
2. 
   to allot Ordinary Shares in connection with a pre-emptive offer up to a further aggregate nominal amount equal to £1,627,268 (representing 162,726,876 Ordinary Shares of £0.01 each). This amount represents 33.3% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to issue of the Notice of Meeting).

The authorities sought in Resolution 16 are in substitution for all other existing authorities and are without prejudice to previous allotments made under such existing authorities. The authorities sought under this resolution will expire on the earlier of 27 December 2025 and the conclusion of the AGM of the Company held in 2025 (unless otherwise varied, revoked or renewed).

The directors have no present intention to exercise the authorities sought under this resolution or allot shares other than pursuant to employee share plans. However, the directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place in appropriate circumstances. The directors intend to take note of relevant corporate governance guidelines in the use of such powers in the event that such authority is exercised.

As at 27 June 2024 (being the latest practicable date before publication of this Notice of Meeting), the Company does not hold any Ordinary Shares in the capital of the Company in treasury.

Resolutions 17 and 18 – General and additional disapplication of pre-emption rights

These two resolutions will be proposed as separate special resolutions in line with institutional shareholder guidelines, including the Investment Association’s Share Capital Management Guidelines and the Pre-Emption Group Principles.

If the directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to existing shareholders in proportion to their existing holdings.

Resolution 17 would, if passed, give the directors the authority to allot Ordinary Shares (or sell any Ordinary Shares which the Company holds in treasury) for cash without complying with the pre-emption rights in the Companies Act 2006. This authority would be limited to:

1. 
   allotments or sales in connection with pre-emptive offers to ordinary Shareholders and holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary;
2. otherwise an aggregate nominal amount of £488,180 (representing 48,818,062 Ordinary Shares of £0.01 each) which is 10% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting); and
3. 
   otherwise an aggregate nominal amount of £97,636 (representing 9,763,612 Ordinary Shares of £0.01 each) which is 2% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

Resolution 18 would, if passed, additionally allow non-pre-emptive issues in connection with an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group Principles, and which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is referred to in the announcement of the issue. The authority under Resolution 18 would be limited to:

1. 
   a nominal amount of £488,180 (representing 48,818,062 Ordinary Shares of £0.01 each) which is 10% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting); and
2. 
   a nominal amount of £97,636 (representing 9,763,612 Ordinary Shares of £0.01 each) which is 2% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

The maximum nominal value of equity securities which could be allotted if the authorities in both Resolution 17 and Resolution 18 were used would be £1,171,633 which represents 24% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting).

The authority sought by the directors in both Resolution 17 and Resolution 18 includes the ability to issue up to 2% of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-preemptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of the shares.

In respect of Resolutions 17 and 18, the directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles as well as the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles.

The Board considers the authorities in these two resolutions to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emptive provisions. The Board has no present intention to make use of these authorities. The authorities will expire on the earlier of 27 December 2025 and the conclusion of the AGM of the Company to be held in 2025 (unless otherwise varied, revoked or renewed).

Resolution 19: On-market purchase of own shares

Resolution 19, which will be proposed as a special resolution, seeks to give the Company authority to buy back its own Ordinary Shares in the market as permitted by the Companies Act 2006.

The authority limits the number of Ordinary Shares that could be purchased to a maximum of 48,818,062 Ordinary Shares (representing 10% of the issued ordinary share capital of the Company as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting)). This authority will expire on the earlier of 27 December 2025 and the conclusion of the AGM of the Company to be held in 2025 (unless otherwise varied, revoked or renewed).

On 3 July 2024, the Company announced its intention to continue the Share Buyback and to commence the Share Buyback following the AGM (subject to the necessary approvals being obtained). The directors will exercise this authority only when to do so would be in the best interests of the Company and of its Shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

Ordinary Shares purchased by the Company pursuant to this authority may either be held as treasury shares or cancelled by the Company and the number of Ordinary Shares reduced accordingly, depending on which course of action is considered by the directors to be in the best interests of Shareholders at that time. Ordinary Shares held in treasury may be cancelled, sold for cash or used for the purposes of employee share plans.

Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of those Ordinary Shares.

Furthermore, no dividend or other distribution of the Company’s assets may be made to the Company in respect of the Ordinary Shares held in treasury. The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is £0.01, its nominal value.

The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the highest of (i) an amount equal to 105% above the average market value for an Ordinary Share for the five Business Days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

The Company has options and awards outstanding over 3,353,487 Ordinary Shares, representing 0.69% of the Company’s issued ordinary share capital as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting)1. If the authority now being sought by Resolution 19 were to be used in full, the total number of options and awards outstanding would represent 0.76% of the Company’s issued ordinary share capital at that date. As at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting), the Company held no Ordinary Shares in treasury.

The Company has no warrants in issue in relation to its shares and no options to subscribe for its shares outstanding.

Resolution 20 – Off-market purchases of own shares

Resolution 20 would grant the Company authority to make off-market purchases of its own Ordinary Shares from the Apax Holding Company (or its nominee). This resolution is proposed as a special resolution. This authority will expire on the earlier of 27 December 2025 and the conclusion of the AGM of the Company to be held in 2025 (unless otherwise varied, revoked or renewed).

The directors consider it may, in certain circumstances, be in the best interests of Shareholders for the Company to purchase its own shares from the Apax

Holding Company or its nominee. The Company may agree with the Apax Holding Company to enter into off-market purchases of its fully paid Ordinary Shares at the relevant market price on the date the Ordinary Shares are contracted to be purchased or, if made in conjunction with an institutional placing by the Apax Holding Company (or its nominee), at the placing or offering price as determined through a book building process and otherwise on the terms and conditions of the Buyback Contract. The Buyback Contract limits any such off-market purchases to a maximum of 4.99% of the Company’s issued ordinary share capital, as at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting) in any 12 month period.

The directors will only make off-market purchases where, in light of market conditions prevailing generally at the time, they consider that such off-market purchases will be in the best interests of Shareholders generally.

Ordinary Shares purchased by the Company pursuant to this authority may either be held as treasury shares or cancelled by the Company and the number of Ordinary Shares reduced accordingly, depending on which course of action is considered by the directors to be in the best interests of Shareholders at that time. Ordinary Shares held in treasury may be cancelled, sold for cash or used for the purposes of employee share plans. The Company intends to comply with the Share Capital Management Guidelines issued by the Investment Association in respect of holding treasury shares.

Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of those Ordinary Shares.

Furthermore, no dividend or other distribution of the Company’s assets may be made to the Company in respect of the Ordinary Shares held in treasury. As at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting), the Company held no Ordinary Shares in treasury.

A copy of the Buyback Contract will be made available for Shareholders to inspect at the Company’s registered office at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH during normal business hours from the date of this Notice of Meeting and at the place of the meeting for a period from 15 minutes immediately before the meeting until its conclusion.

For such time that the Apax Holding Company is classed as a related party of the Company for the purposes of the Listing Rules the entry by the Company into the Buyback Contract qualifies as a “smaller related party transaction” under Chapter 11 of the Listing Rules. Any off- market purchases of shares made under

the Buyback Contract are expected to be treated as a “small” or “smaller” related party transactions under Listing Rule 11 while such provisions remain in force. Although such purchases will not individually require shareholder approval as a related party transaction, certain other requirements are likely to apply, including, if there is a “smaller” related party transaction under the Listing Rules currently in force, the need for a written confirmation from the Company’s sponsor that the terms of the relevant off-market purchase are fair and reasonable as far as shareholders are concerned (a Fair and Reasonable Opinion).

The Company would seek shareholder approval (other than from the Apax Holding Company for such time that it is considered a related party) where it intends to purchase more than 4.99% of the issued ordinary share capital of the Company from the Apax Holding Company in a 12-month period (including when aggregated with any other relevant transactions).

As at 27 June 2024 (being the latest practicable date prior to the issue of the Notice of Meeting), the Company has options and awards outstanding over 3,353,487 Ordinary Shares, which represent 0.69% of the Company’s issued ordinary share capital on such date and would represent 0.72% if the full authority to purchase own shares under this resolution were to be used (or 0.81% if the full authority to purchase own shares under this resolution and Resolution 19 were to be used) and such repurchased Ordinary Shares were to be cancelled.

Resolution 21 – Notice of general meetings

The directors wish to obtain the flexibility and benefit from the ability to call general meetings on 14 clear days’ notice and this resolution, which is proposed as a special resolution, seeks authority from Shareholders for this flexibility. Such approval will not affect AGMs, which will continue to be held on at least 21 clear days’ notice.

In the event that this authority is to be exercised, the directors will ensure that it is not used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole. The Company intends to meet the requirements for a means of electronic voting to be made available to all Shareholders before calling a meeting on 14 clear days’ notice. The approval will be effective until the Company’s next AGM, when it is intended that a similar resolution will be proposed.

Definitions

“AGM” means the annual general meeting of the Company;

“Annual Report and Accounts” means the audited reports and consolidated accounts of the Company for the financial year ended 30 April 2024;

“Apax Holding Company” means ANTLER EquityCo S.à r.l.;

“Business Day” means any day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for business in London;

“Buyback Contract” means the off-marketbuyback contract proposed to be entered into between the Company and the Apax Holding Company;

“Company” means Baltic Classifieds Group PLC;

“Group” means the Company, together with its subsidiaries and subsidiary undertakings from time to time;

“Independent Directors” means Edmund Williams, Kristel Volver, Jurgita Kirvaitienė and Rūta Armonė;

“Notice of Meeting” means the notice of AGM;

“Ordinary Shares” means the ordinary shares with a nominal value of £0.01 each in the capital of the Company in issue from time to time;

“Pre-Emption Group Principles” means the Pre-EmptionGroup’s Statement of Principles as updated in November 2022;

“Share Buyback” means the proposed share buyback programme announced by the Company on 3 July 2024; and

“Shareholders” means any holder of Ordinary Shares registered on the register of members of the Company from time to time.