Notice of AGM & Proposed Capital Reorganisation

27 August 2025

Sorted Group Holdings Plc

("Sorted", the "Company" or the "Group")

Notice of Annual General Meeting

and

Proposed Share Capital Reorganisation

Sorted (AIM: SORT), announces that a circular ("Circular") containing a notice convening the Annual General Meeting of the Company (the "AGM") will be posted to shareholders today.

The AGM will be held at the offices of Turner Pope Investments (TPI) Ltd, 3 Queen Street, London, W1J 5PA on Monday 25 September 2025 at 9.00 a.m.

Proposed Share Capital Reorganisation

The Company is not permitted by law to issue new ordinary shares at a price which is below their nominal value. The Company's current share price of 30 pence is below the current nominal value of 62.50 pence per ordinary share ("Ordinary Share"). Accordingly, in order to create a lower nominal value for each Ordinary Share, the board of directors of Sorted (the "Board" or the "Directors") are proposing that each existing Ordinary Share will be subdivided into one new ordinary share of 0.01 pence each (the "New Ordinary Shares") and one deferred share of 62.49 pence each (the "New Deferred Shares") (the "Share Capital Reorganisation"). 

Each New Ordinary Share will carry the same rights as each existing Ordinary Share under the Company's articles of association (the "Articles of Association"). No new certificates will be issued in relation to the existing Ordinary Shares, and the existing share certificates will remain valid entitling the registered holder to the same number of New Ordinary Shares.

Each New Deferred Share will have very limited rights and will effectively be valueless. CREST accounts of Shareholders will not be credited in respect of any entitlement to New Deferred Shares, and no share certificates will be issued in respect of New Deferred Shares.

The New Deferred Shares will have the rights and restrictions as set out in the Articles of Association in respect of deferred shares, which do not entitle their holders to receive notice of or attend or vote at any general meeting of the Company or to receive a dividend or other distribution and provide the Company will the authority to transfer them at effectively nil consideration per New Deferred Share to a custodian nominated by the Company. The New Deferred Shares will not be admitted to trading on AIM or any other exchange.

Following the passing of all the resolutions at the AGM, the Company will implement the Share Capital Reorganisation and make an application for admission of the 7,639,705 New Ordinary Shares to trading on AIM at 8:00 a.m. on 26 September 2025.

The number of ordinary shares in issue, and held by each Shareholder, will not change. It is simply the nominal value of the existing Ordinary Shares which will change. Accordingly, the Share Capital Reorganisation will result in the issue of 7,639,705 New Ordinary Shares and 7,639,705 New Deferred Shares.

The New Ordinary Shares will continue to carry the same rights as those attached to the existing Ordinary Shares, save for the change in nominal value. The New Ordinary Shares will have the same ISIN number and SEDOL code as the existing Ordinary Shares.

For further information please contact:

Sorted Group Holdings plc                                                                       Tel: +44 (0)3300 555 284

Simon Wilkinson, Chairman

Allenby Capital Limited (Nominated Adviser)                                            Tel: +44 (0)20 3328 5656

David Hart

Vivek Bhardwaj

Turner Pope Investments (TPI) Ltd (Broker)                                              Tel: +44 (0)20 3657 0050

James Pope

Andy Thacker

About Sorted

Sorted's Delivery Experience supports retailers in providing exceptional delivery experiences and analysing post-purchase performance. It enables customers to track deliveries of parcels with ease.

Founded more than a decade ago, Sorted is trusted by leading retailers - such as Asda and M&S - to make customer purchase experiences a differentiator.

www.sorted.com

@SortedOfficial

Media contact - Shaun Weston - [email protected]

Expected Timetable of Principal Events

Note:

If any of the details contained in the timetable above should change, the revised time and dates will be notified to Shareholders by means of a Regulatory Information Service announcement. All references to times and dates in this announcement are to time and dates in London, United Kingdom.

*assuming that the Resolutions are passed.