FLETCHER KING PLC

(incorporated and registered in England and Wales under number 02014432)

To the holders of Ordinary Shares

7 October 2026

Dear Shareholder,

Proposed Transaction
Related Party Transaction
Proposed Board Changes and Directorate Appointments
Notice of General Meeting

1. Introduction

The purpose of this Document is to set out the details of and reasons for the Proposed Transaction and to convene the General Meeting. The Proposed Transaction comprises: (i) Phase 1, being the conditional disposal of 50 per cent. of the entire issued share capital of FKS to the Buyer under the SPA; and (ii) Phase 2, being the put and call option arrangements over the remaining 50 per cent. of the entire issued share capital of FKS under the Option Agreement. Completion of Phase 1 is conditional, among other matters, on Shareholder approval of the Resolution pursuant to sections 190 and 191 of the Companies Act.

The Proposed Transaction is intended to facilitate an orderly separation between the Company’s established people-led property services business and the future strategic direction of the quoted Company. The Buyer, an acquisition vehicle owned and controlled by the Management Team will acquire an initial 50 per cent. interest in FKS and the Management Team retain responsibility for its day-to-day management, while the Company will retain a 50 per cent. economic interest, continuing board representation and the protections set out in the transaction documents.

This Document explains the background to and reasons for the Proposed Transaction, summarises the principal terms of the SPA and the Option Agreement, describes the proposed Board changes and the Company’s intended strategic direction, and explains why the Independent Directors consider the Proposed Transaction to be fair and reasonable insofar as Shareholders are concerned.

Following Completion and the sale of the initial 50 per cent., it is the intention of the Company to explore and evaluate a potential strategic investment in, or acquisitions of, complementary property-focused technology-enabled related service businesses. This prospective activity is referred to in this Document as Phase 3. No Phase 3 target is identified or being put to Shareholders for approval in this circular. Any Phase 3 transaction will be subject to the relevant due diligence, financing, definitive documentation, and any further shareholder approval required at that time.

2. Background to the Proposed Disposal

As announced on 19 June 2026, David Fletcher, Richard Goode and David Stewart stated their intention to retire from the Board and not seek re-election at the Company’s next annual general meeting. In connection with this orderly Board transition, the Company also announced a special dividend on 19 June 2026 and paid on 17 July 2026, returning £2.05 million to Shareholders.

The existing Board has concluded that FKS should continue to focus on its established people-led professional property services activities under the leadership of the Management Team. The proposed incoming Board intends, separately, to develop the quoted Company’s strategy by exploring investments and acquisitions in complementary property-related services, including businesses using technology, data and artificial intelligence to improve service delivery and operating efficiency.

The Board considers that the property services sector is entering a period of material change as artificial intelligence, automation and data-led technologies alter the delivery of surveying, estate management, agency and related professional services. The Royal Institution of Chartered Surveyors has recognised the growing relevance of these developments. The proposed appointment of Martin Samworth, a former Chairman of RICS and former senior executive of CBRE, is intended to provide the Company with property-sector leadership and experience relevant to this transition.

The Company therefore proposes to appoint Martin Samworth as Non-executive Chairman, and James Cameron and Elizabeth Shaw as Non-executive Directors. In light of the growing use of AI and the existing people-intensive nature of the Company’s activities, it is the intention that the Proposed Directors will help oversee the Company’s development to adapt and transition its existing property-focused activities through the integration of technology and AI property management and advisory services, and subject to the applicable requirements, evaluate Phase 3 opportunities. Further biographical details of the Proposed Directors are below and the requisite AIM Schedule Two paragraph (g) information has been appended to the back of this Document.

Under Phase 1, the Company has conditionally agreed under the SPA to sell the Initial Shares, representing 50 per cent. of FKS, to the Buyer. At Completion, the Company and the Buyer will enter into the Option Agreement governing Phase 2. Under the Option Agreement, the Company will have a Put Option over the Option Shares and the Buyer will have a subsequent Call Option over any Option Shares not acquired pursuant to the Put Option.

3. Overview of the Proposed Transaction

Phase 1: pursuant to the SPA, the Company has conditionally agreed to sell the Initial Shares to the Buyer for an aggregate consideration of £550,000 in cash, plus a £100,000 payment representing the pro rata balance of the FKS insurance pre-payment that was paid in July 2026 (the “Balance Payment”). The Initial Payment plus the Balance Payment will be payable on Completion. The Final Payment, together with the Interest Amount, being the interest at 2 per cent. above the Bank of England base rate accruing from Completion until payment, is payable no later than three months after Completion and will be secured by the Share Charge.

Following Completion, the Company and the Buyer will each own 50 per cent. of FKS. The Buyer will have responsibility and authority for the day-to-day management and operation of FKS, subject to acting in good faith, for the benefit of FKS and in the ordinary and proper course of its business. The Company will retain representation on the board of FKS and sufficient governance and information rights to maintain continuing involvement during the retained-interest period.

Phase 2: at Completion, the Company and the Buyer will enter into the Option Agreement. The Company may exercise the Put Option on one occasion during the Put Option Period. Following exercise of the Put Option, the Buyer may elect to complete the purchase of the Option Shares in one or two tranches, each tranche comprising not less than 50 per cent. of all of the Option Shares, equivalent to not less than 25 per cent. of FKS’s issued share capital. If the Put Option is not exercised over all of the Option Shares, the Call Option becomes operative for the twelve month period beginning on expiry of the Put Option Period. The aggregate price for all Option Shares is £650,000 in cash, subject to adjustment following any reorganisation of FKS.

The proposed Phase 1 Disposal does not, in the opinion of the Board following consultation with the Company’s nominated adviser, constitute a fundamental change of business under AIM Rule 15. The Company will retain a 50 per cent. interest in FKS, board representation and contractual protections. Shareholder approval is nevertheless being sought because the Proposed Transaction is a substantial property transaction with directors for the purposes of sections 190 and 191 of the Companies Act.

The Board believes the Proposed Transaction aligns the Management Team more closely with the future performance of FKS, preserves continuity for clients and employees, and provides for an orderly transition from the existing Board to the proposed new Board. It also gives the Company the opportunity to pursue a potential Phase 3 while retaining a material economic interest in FKS. The Independent Directors have taken into account the aggregate £1.2 million enterprise value attributed to FKS, the pre-completion cash extraction arrangements, the deferred and option consideration, the retained interest and the risks described in this Document.

4. Summary of the SPA and Option Agreement

The SPA and the Option Agreement together give effect to Phases 1 and 2 of the Proposed Transaction. The principal terms are summarised below, with a fuller description set out in Part II.

Under the SPA, the Company will sell the Initial Shares, representing 50 per cent. of FKS, to the Buyer with full title guarantee and free from encumbrances. The Initial Purchase Price comprises £100,000 plus the Balance Payment payable on Completion, £450,000 payable on any Business Day no later than three months after Completion, and interest on the deferred £450,000 at 2 per cent. per annum above the Bank of England base rate from Completion until payment. The Company will hold a charge over the Initial Shares pending receipt of the Final Payment.

Completion of the SPA is conditional on the matters specified in that agreement, including the passing of the Resolution, no material adverse change having occurred and delivery of the prescribed completion documents. FKS is required to be operated in the ordinary course between exchange of the SPA and Completion, subject to the agreed restrictions and customary exceptions. On 17 September 2026 the Company received approval from the FCA for the change of control of FKS, under the terms and structure of the transaction as set out in this Document.

At Completion, the Buyer will pay the Initial Payment, the Balance Payment and deliver the executed Option Agreement and its corporate approvals and the charge over the Initial Shares. The Company will deliver the Initial Shares and the other agreed completion documents, including the relevant corporate records of FKS, resignations and appointments of directors and company secretary and the executed Company IPR Assignment. The SPA contains limited seller warranties, buyer authority and knowledge warranties, a cap on the Company’s liability equal to the Initial Purchase Price received and a six month contractual claims period, subject to the agreed fraud and related carve-outs.

The SPA also contains restrictions on the Company competing with FKS, soliciting specified customers and employees and employing certain restricted persons, subject to the agreed exceptions.

Under the Option Agreement, the Buyer grants the Company the Put Option and the Company grants the Buyer the Call Option over the Option Shares, representing the remaining 50 per cent. of FKS. The Put Option may be exercised once during the Put Option Period. Following exercise of the Put Option, the Buyer may elect to acquire the Option Shares in one or two tranches, each comprising at least 50 per cent. of all of the Option Shares. If the Put Option has not been exercised over all of the Option Shares, the Call Option becomes operative and may be exercised once during the twelve month period beginning on expiry of the Put Option Period.

The price under the Option Agreement is £1.625 per Option Share, amounting to £650,000 in aggregate for all of the Option Shares, payable in cash on completion of the relevant transfer and subject to appropriate adjustment following a reorganisation of FKS. The completion date for each tranche must be at least 15 Business Days after the applicable notice and no later than one month after the end of the Call Option Period, subject to finalisation of those periods in the Option Agreement.

Until the Option Agreement terminates, the Company may not dispose of, encumber or exercise the votes attaching to the Option Shares without the Buyer’s prior written consent. The Buyer will direct the day-to-day management of FKS, subject to acting in good faith, for the benefit of FKS and in the ordinary and proper course of its business. The Option Agreement also includes transfer-enforcement provisions and expert determination for disputes concerning the consideration or the effect of a reorganisation.

5. Proposed Directors

The biographies of the Proposed Directors are summarised below.

Martin Samworth – Proposed Non-executive Chairman

Martin Samworth is a chartered surveyor and former Chairman of the Royal Institution of Chartered Surveyors. He spent more than 35 years with CBRE and its predecessor businesses,  serving as both Chief Executive Officer, and later, Chairman, of CBRE’s advisory business in EMEA and the Asia Pacific regions. He currently holds a number of property-sector board and advisory positions, including with Ringley Group and M&G European Living Holding Sàrl. He is expected to lead the Board and help shape the Company’s property-services investment strategy.

James Cameron – Non-executive Director

James Cameron is a Barrister, adviser and entrepreneur with nearly 40 years’ experience. He has specialised in environment and sustainability matters, in law, policy and finance, co-founding organisations such as Climate Change Capital in 2002 and serving on boards as chairman or independent director such as Octopus Renewables Infrastructure Trust plc, ODI Global (formerly Overseas Development Institute), Professional Cricketers’ Association, the Holcim Foundation for Sustainable Construction and the UK Green Building Council, and was a Sustainable Development Commissioner for London serving two Mayors of London. He is proposed to lead the Company’s executive evaluation and development of Phase 3 opportunities.

Elizabeth Shaw – Non-executive Director

Elizabeth Shaw is an experienced corporate financier and finance director. She is currently a director of Independent Power Corporation Limited where she is responsible for finance and business development and Principal Adviser and Company Secretary of Sloane Corporate Finance Limited. Her previous AIM quoted company roles include Finance Director of Rurelec plc, IPSA Group plc and Strategic Natural Resources plc. She is expected to contribute public-company, finance and transaction experience to the Board.

6. Companies Act Approval

Sections 190 and 191 of the Companies Act require prior approval by ordinary resolution where a company enters into an arrangement under which a director of the company, or a person connected with such a director, acquires a substantial non-cash asset from the company. For these purposes, the Initial Shares constitute a non-cash asset and are expected to be substantial by reference to the statutory thresholds. Accordingly, Completion is conditional on approval of the Resolution by Shareholders.

The Resolution approves the arrangements constituting the Proposed Transaction, including the Phase 1 Disposal under the SPA and the grant and potential exercise of the Put Option and Call Option under the Option Agreement, to the extent required by sections 190 and 191 of the Companies Act. Phase 3 is not part of the Proposed Transaction and is not being approved by the Resolution.

7. Related Party Transaction

The Management Team includes directors of the Company at the date of the Proposed Transaction and is therefore a related party for the purposes of the AIM Rules. Consequently the Proposed Transaction constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The Independent Directors, being Matthew Wise and David Gibbs, having consulted with Cairn Financial Advisers LLP in its capacity as the Company’s nominated adviser, consider that the terms of the Proposed Transaction are fair and reasonable insofar as Shareholders are concerned.

8. Phase 2 and Phase 3

Phase 1 alone is not expected to result in a fundamental change of business for the purposes of AIM Rule 15. The Company will retain 50 per cent. of FKS, board representation and economic exposure to its established property services business.

Robert Dickman will remain as an Executive Director on the board of the Company alongside two of the existing Non-executive Directors, Matthew Wise and David Gibbs, with the remaining Directors, being David Fletcher, Paul Andrews, Peter Bailey, Richard Goode and David Stewart stepping down from the Board following the AGM. Paul Andrews will remain as Managing Director of FKS throughout the transitional period to support the orderly transition of his responsibilities and client relationships, and Peter Bailey will continue to support the Company following his departure from the Board by providing financial controller services, ensuring continuity during the transitional period. The three Proposed Directors, James Cameron, Martin Samworth and Elizabeth Shaw are expected to be appointed following completion of the Annual General Meeting, which is expected to take place the week following the General Meeting, subject to the completion of regulatory due diligence.

The resulting Board will therefore retain three existing directors while adding three new directors. Matthew Wise, a director of the Company, will also be appointed to the board of FKS on Completion.

The Board and the proposed incoming directors consider that these arrangements provide sufficient continuing involvement and control for Phase 1 not to constitute a disposal resulting in a fundamental change of business.

Completion of Phase 2 in respect of all of the Option Shares would result in the Company ceasing to own FKS. If Phase 3 or another suitable operating acquisition has not completed before the final transfer of the Option Shares, the Company may at that time become an AIM Rule 15 cash shell. The Company would then be required to complete an acquisition or acquisitions constituting a reverse takeover within the period prescribed by the AIM Rules, failing which trading in the Ordinary Shares may be suspended and admission to AIM may ultimately be cancelled.

It is the intention of the proposed incoming Board to manage the sequencing of Phase 2 and Phase 3 so far as practicable, to grow the business through strategic acquisitions that will be carefully evaluated and focussed on increasing shareholder value. However, there can be no assurance that a Phase 3 transaction will complete before the transfer of all Option Shares, or at all. The Call Option will be exercisable by the Buyer if the Put Option has not been exercised over all Option Shares by the end of the Put Option Period.

9. Current trading

The Company has prepared its audited report and accounts for the year ended 30 April 2026, which will be announced and published on or around 7 October 2026.

10. General Meeting

Your attention is drawn to the notice convening the General Meeting of the Company, set out at the end of this Document, to be held at 10 a.m. on 26 October 2026 at 19-20 Great Pulteney Street, London, England, W1F 9NF. At the General Meeting the following Resolution will be proposed as an ordinary resolution:

THAT, for the purposes of sections 190 and 191 of the Companies Act 2006 and all other purposes, the proposed disposal by the Company of shares representing 50 per cent. of the issued share capital of Fletcher King Services Limited to Lexington One Limited, a company incorporated in England and Wales under number 17404900 and owned and/or controlled by members of the management team of Fletcher King Services Limited, on and subject to the terms of a share purchase agreement dated 6 October 2026 (SPA) between the Company and Lexington One Limited, and the proposed potential disposal of the remaining 50 per cent. of the issued share capital of Fletcher King Services Limited on and subject to the terms of an option agreement to be entered into between the Company and Lexington One Limited on completion of the sale and purchase of the shares in accordance with the SPA be and are hereby approved and the Directors be authorised to take all steps and enter into all documents which they consider necessary, desirable or expedient to implement and give effect to such arrangements, with such non-material amendments as they may approve.

11. Action to be taken

A Form of Proxy accompanies this Document. Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed on it so as to be received by the Registrar as soon as possible and, in any event, by the proxy deadline, 22 October 2026. Completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting at the General Meeting in person.

12. Board Opinion and Recommendation

The Board of Fletcher King is fully committed to building long-term shareholder value through the orderly evolution of the Group’s existing property services activities and the pursuit of potential strategic investments in complementary property-related service businesses. The Proposed Transaction has been structured to preserve continuity in the established Fletcher King Services business, while creating a platform from which the Company can explore opportunities arising from technological change, including the increasing use of artificial intelligence, automation and data-led services across the property sector.

The Directors believe that the phased structure of the Proposed Transaction is intended to align the interests of the Management Team more closely with the future performance of Fletcher King Services, retain and incentivise the experienced professionals responsible for its client relationships and delivery capability, and allow the Company to maintain a material economic interest in the business during the transition period. Following completion of Phase 1, the Company and the Buyer will each hold 50 per cent. of Fletcher King Services, with the existing Management Team continuing to operate the people-led professional services business and the Company retaining appropriate governance, information and economic rights.

At the same time, the proposed changes to the Board are intended to provide the Company with the experience and strategic focus required to assess potential investments and acquisitions in complementary property-related service businesses. The Directors consider that the property services market is undergoing significant structural change, driven by technology, artificial intelligence, changing client expectations and the increasing importance of data-enabled service delivery. These developments may create opportunities for an AIM-quoted company with established property-sector expertise, access to capital markets and a clear strategy to invest in or acquire businesses capable of benefiting from those changes.

The Directors believe that the combination of the Company’s retained interest in Fletcher King Services, the continuity of its established management and client relationships, and the proposed Board’s focus on identifying complementary strategic opportunities provides a credible basis for future growth. The Board intends to manage the timing of Phase 2 and any subsequent Phase 3 transaction carefully, having regard to the Company’s continuing obligations under the AIM Rules and the risk that the Company could become an AIM Rule 15 cash shell if all of the remaining shares in Fletcher King Services are transferred before a suitable operating business has been acquired.

The Company is seeking Shareholder support for the Proposed Transaction, comprising the Phase 1 Disposal and the Phase 2 put and call option arrangements, as described in this Document. The Independent Directors, having consulted with the Company’s nominated adviser, consider that the terms of the Proposed Transaction are fair and reasonable insofar as Shareholders are concerned and that the Proposed Transaction is in the best interests of the Company and Shareholders as a whole.

Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

The Company has also received irrevocable undertakings from certain shareholders, holding 4,790,602 Ordinary Shares in the Company, who have committed to vote in favour of the Resolution, representing 46.73 per cent. of the Company’s issued ordinary share capital.

Yours faithfully,

David Fletcher
Fletcher King plc
Non-executive Chairman