Seed Innovations Ltd / AIM: SEED / Sector: Closed End Investments

18 July 2025

SEED Innovations Limited

("SEED" or the "Company")

Notice of AGM & Publication of Circular

Proposed Tender & Update of Investing Policy

SEED Innovations Ltd, the AIM-quoted investment company offering exposure to disruptive, high-growth, life sciences and technology ventures typically inaccessible to everyday investors, is pleased to announce that its Annual General Meeting ("AGM") will be held at 2 p.m. (BST) on the 13 August 2025 at Suite 8, 16-20 Upper House, Smith Street, St Peter Port, Guernsey and broadcast virtually via Investor Meet Company (see instructions to enable participation below).

A copy of the Company's Annual Report & Audited Financial Statements (the "Annual Report"), as well as Notice of AGM, including Form of Proxy and the Circular, have been published and are available to view and download on the Company's website: https://seedinnovations.co/.

Additional exceptional items of business are proposed for and following the meeting:

·    A Tender Offer for up to 45% of the issued Ordinary Share capital of the Company;

·    The adoption of a new investing policy to focus the Company's future investments more particularly on robotics and AI opportunities; and

·    Proposed changes to the Board of Directors (following the AGM).

These items are in addition to the more normal business of:

·    Receiving the Annual Report

·    Reappointment of Auditors and Directors

·    Approval of Board Authorities to:

o  Issue new Shares (including dis-application of pre-emption rights)

o  Conduct Market Buy-Backs

Background to the Proposals (excerpts taken from the Circular)

As indicated in previous shareholder meetings and communications, in the absence of further meaningful investments which the Company believes could deliver significant returns to shareholders, the Board would explore options, including the possible return of capital to shareholders, that could reinvigorate the Company with a view to narrowing the continually disproportionate discount of its share price to its NAV.

Over recent weeks and following the increase in his aggregate interest to over 18 per cent, the Company has been in discussion with its former chairman, Jim Mellon, and his team about ways in which this might be achieved. This has resulted in the proposed adoption of a new investing policy for shareholder approval as detailed more fully below (New Investing Policy).

Concurrent with the proposed adoption of the New investing Policy, the Board is proposing a resolution which would give the Company authority to undertake a tender offer to buy-back Ordinary Shares to enable shareholders to realise some of their shareholding off market at a premium to recent share prices. Whilst the Board hopes shareholders will support the adoption of the New Investing Policy and share the Board's belief that there is greater potential upside retaining their Ordinary Shares (as opposed to participating in the tender offer), the Board is cognisant that some shareholders may prefer a partial return of capital. If the required resolutions are passed to enable a Tender Offer then, whilst the broad terms are outlined below, it would be subject to the publication of a Tender Offer Document detailing all the terms and timetable of the offer together with more substantive details on the plans for the Company following the approval of the resolutions being tabled at the AGM. The Tender Offer will only be available to "Eligible Shareholders" (and any shareholder resident in a restricted overseas jurisdiction or who does not otherwise satisfy the criteria required by the Company to be eligible will not be entitled to participate in the Tender Offer).

It is also proposed that immediately following the AGM, Jim Mellon and Denham Eke will join the board as Chairman and Non Executive Director respectively.

In addition, following discussions between the non-executive Directors and each of Ed McDermott and Alfredo Pascual, it has been mutually agreed that each of Ed and Alfredo will step down as Directors and terminate their positions as CEO and Executive Director, Investment Research respectively to focus on their other interests. Ed and Alfredo have also agreed to be available to the New Board for up to six months after stepping down to assist with the transition of the management of the existing portfolio of investments.

Luke Cairns shall be reverting to his role as Senior Independent Non Executive Director and Lance De Jersey, subject to his re-election under Resolution 3, shall continue in his role as Finance Director. Therefore, the proposed Board post the AGM (New Board) would comprise:

1.   Jim Mellon - Non executive Chairman;

2.   Luke Cairns - Senior Independent Non executive Director;

3.   Lance de Jersey - Finance Director; and

4.   Denham Eke - Non executive Director.

It is the collective view of both the existing and New Board that these proposed changes are in the best interests of the Company and its shareholders and the ability to work proactively and collegiately in the months following any changes will ensure continuity and no inadvertent loss of value of knowledge around the current portfolio whilst the New Investing Policy, if approved, is implemented.

Shareholders that wish to attend the AGM remotely should register for the event in advance by using the following link: https://www.investormeetcompany.com/seed-innovations-limited/register-investor. Investors who already follow SEED Innovations Ltd, on the Investor Meet Company platform will automatically be invited.

Given that the proposed, exceptional business of the meeting will shape the future focus of the Company, the Board strongly urge all shareholders to vote (or instruct their broker and/or nominees accordingly) by return of their proxies in accordance with the instructions found in the Notice of AGM and accompanying Circular, both of which can be found on the SEED website at https://seedinnovations.co/investor-centre/aim-rule-26 under the subheading "Admission documents and circulars".  These are also available by clicking or pasting the following link into your website browser: http://www.rns-pdf.londonstockexchange.com/rns/5754R_1-2025-7-17.pdf

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For further information on the Company please visit: www.seedinnovations.co or contact: