This announcement contains inside information for the purposes of Article 7 of the UK Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

5 May 2026

TRAFALGAR PROPERTY GROUP PLC

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

Result of General Meeting

Approval of Rule 9 Waiver, Subsidiary Sale, Conversions of certain liabilities into new Ordinary Shares or Unapproved Options, Hilton House Transaction Reversal, Subdivision and Consolidation

Expected Completion of the Subscription

Trafalgar (AIM: TRAF), the AIM quoted residential and assisted living property developer, is pleased to announce that at the General Meeting of the Company held earlier today at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent TN8 7PD, all of the resolutions set out in the Notice of General Meeting were duly passed on a poll by the requisite majorities.

The General Meeting was convened to approve the series of transactions (together, the "Transaction") described in the circular published by the Company on 17 April 2026 (the "Circular"), comprising:

•      a proposed subscription by ROI Capital Holdings International Corp. ("ROI") for new Ordinary Shares, to raise gross proceeds of approximately £1.93 million (the "Subscription");

•      approval of a waiver, granted by the Panel on Takeovers and Mergers (the "Panel"), of the obligation that would otherwise arise on ROI to make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers as a result of the Subscription (the "Rule 9 Waiver");

•      the disposal of the Company's subsidiaries to Chris Johnson for an aggregate consideration of £1.00, resulting in a fundamental change in the business of the Company for the purposes of AIM Rule 15 (the "Subsidiary Sale");

•      the conversion of certain existing liabilities of the Company into new Ordinary Shares or Unapproved Options (together, the "Conversions");

•      the reversal of the previously announced Hilton House Transaction (the "Hilton House Transaction Reversal");

•      the sub-division and, where relevant, re-designation of the Company's existing Ordinary Shares (the "Subdivision"), together with a corresponding amendment to the Articles of Association; and

•      the consolidation of the Subdivided Ordinary Shares on the basis of one new ordinary share of £0.01 for every 1,000 Subdivided Ordinary Shares (the "Consolidation").

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Circular.

Voting Results

The results of the poll on each of the resolutions proposed at the General Meeting were as follows:

* A vote withheld is not a vote in law and is not included in the calculation of the proportion of votes "for" or "against" a resolution. The "% of ISC Voted" is expressed as a percentage of the Company's issued ordinary share capital as at the voting record date of 1,746,019,038 Ordinary Shares, save in respect of the Rule 9 Waiver Resolution where the percentage is expressed by reference to the shareholdings of the Independent Shareholders entitled to vote on that resolution, being 1,246,019,038 Ordinary Shares.

Full details of the resolutions passed at the General Meeting are set out in the Notice of General Meeting contained in Part V of the Circular.

Consequences of the Resolutions and Expected Timetable

As a consequence of the Resolutions having been duly passed, the Company intends to implement the Transaction in accordance with the expected timetable set out in the Circular. In summary:

•      the Subdivision will become effective by reference to holdings on the Register of Members at 6.00 p.m. on 5 May 2026 (being the Subdivision Record Date), with each Existing Share being sub-divided and, where relevant, re-designated into one Subdivided Ordinary Share of £0.00001 and one B Deferred Share of £0.00009;

•      completion of the Subsidiary Sale, the Conversions and the Hilton House Transaction Reversal is expected to occur on 6 May 2026. Following completion of the Subsidiary Sale, the Company will cease to own, control or conduct all or substantially all of its existing trading business, activities or assets and will become an AIM Rule 15 cash shell;

•      pursuant to the Consultancy Conversion, 484,848,485 Conversion Shares will be issued to ABCS2 Holdings Ltd in full and final settlement of £80,000 of advisers' fees;

•      pursuant to the Directors' Salary Conversions, the Company will grant, in aggregate, 1,272,727,272 Unapproved Options over Ordinary Shares to Paul Challinor, Norman Lott, Gary Thorneycroft and Paul Treadaway, with the remainder of the relevant liability being foregone;

•      pursuant to the Hilton House Transaction Reversal, 100,000,000 Hilton House Shares will be issued to Paul Elliott at the Issue Price;

•      application has been made to the London Stock Exchange for the Subdivided Ordinary Shares, the Conversion Shares and the Hilton House Shares to be admitted to trading on AIM ("First Admission"). First Admission is expected to become effective and dealings in those shares are expected to commence on AIM at 8.00 a.m. on 6 May 2026;

•      the Subscription by ROI is expected to complete on 7 May 2026, pursuant to which 38,682,353,000 Subscription Shares will be allotted and issued to ROI at the Issue Price of £0.00005 per Subscription Share, raising gross proceeds of approximately £1.93 million for the Company. Application has been made for the Subscription Shares to be admitted to trading on AIM ("Second Admission"), with Second Admission expected to become effective and dealings in the Subscription Shares to commence on AIM at 8.00 a.m. on 7 May 2026;

•      immediately following Completion, ROI will hold 38,682,353,000 Ordinary Shares representing approximately 94.32 per cent. of the Enlarged Share Capital. The Rule 9 Waiver Resolution having been approved by the Independent Shareholders on a poll, the Panel's waiver of the obligation that would otherwise arise on ROI to make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers as a result of the Subscription has become unconditional;

•      the Consolidation will be effected by reference to holdings on the Register of Members at 6.00 p.m. on 7 May 2026 (being the Consolidation Record Date), on the basis of one Consolidated Ordinary Share of £0.01 for every 1,000 Subdivided Ordinary Shares. Application has been made for the Consolidated Ordinary Shares to be admitted to trading on AIM ("Third Admission"), with Third Admission expected to become effective and dealings in the Consolidated Ordinary Shares to commence on AIM at 8.00 a.m. on 8 May 2026. Fractional entitlements arising as a result of the Consolidation will be aggregated and sold in the market, with the proceeds to be retained by the Company (save that, where the net proceeds of such sale are less than £100, such net proceeds will be donated to the MND Association, Registered Charity no. 294354);

•      in connection with the Consolidation, the Company's ISIN and SEDOL will change. The new ISIN is GB00BKMQQR47 and the new SEDOL number is BKMQQR4 and will become effective as at 8:00 a.m. on 8 May 2026. Following this change in ISIN, Trafalgar shareholders are required to take no further action.

•      conditional on, and following, Completion, the Company will redeem £55,556 in principal amount of the Convertible Loan Notes held by Wager Holdings Limited for an aggregate redemption price of £150,000 in cash, in accordance with the Redemption Agreement. Following completion of the Redemption, Wager Holdings Limited will continue to hold Convertible Loan Notes in the principal amount of £44,444;

•      definitive share certificates in respect of the Hilton House Shares, the Subscription Shares and the Consolidated Ordinary Shares are expected to be dispatched by post by no later than 22 May 2026; and

•      conditional on, and with effect from, Completion, each of the current Directors will step down from the Board and Martin Hull (as executive director and incoming Chief Executive Officer), Hugo Quevedo (as non-executive chairman), Javier Alvarez (as non-executive director) and Juan Manuel Santucci (as non-executive director) will be appointed to the Board. Shareholders are reminded that, following Completion, the Company will be an AIM Rule 15 cash shell and, as such, will be required to make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 on or before the date falling six months from Completion. In the event that such a reverse takeover is not completed within that period, the Ordinary Shares would be suspended from trading on AIM pursuant to AIM Rule 14, with admission to trading on AIM cancelled six months from the date of suspension should the reason for the suspension not be rectified during that period.

The expected timetable for the remaining steps of the Transaction remains as set out in the Circular. Each of the times and dates is subject to change and, if any such change occurs, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

Total Voting Rights

As at the date of this announcement, the Company's issued ordinary share capital consists of 1,746,019,038 Ordinary Shares of £0.0001 each, with one voting right per Ordinary Share. No Ordinary Shares are held in treasury. Accordingly, the total number of voting rights in the Company as at the date of this announcement is 1,746,019,038.

Following First Admission, the total number of Ordinary Shares in issue is expected to be 2,330,867,523, each carrying one vote. Following Second Admission, the total number of Ordinary Shares in issue is expected to be 41,013,221,000, each carrying one vote. Following Third Admission, the total number of Ordinary Shares in issue is expected to be 41,013,221, each carrying one vote.

The above figures may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Commentary

Martin Hull, incoming Chief Executive Officer, Trafalgar Property Group PLC, commented:

"On behalf of the incoming board, I would like to begin by thanking Paul Treadaway, Paul Challinor, Gary Thorneycroft, Paul Elliott and Norman Lott for their dedication and stewardship of Trafalgar over the years. Securing shareholder approval for this transaction in the circumstances the Company faced was no small feat, and we are grateful for their support in bringing it to a successful conclusion.

Today marks an important milestone for Trafalgar. With ROI's financial strength and investment network, we are well positioned to identify and execute a reverse takeover that will define the Company's next chapter. The new board has a strong track record of identifying and developing compelling investment opportunities, and we are committed to delivering real value for all shareholders. We look forward to updating the market as our search progresses."

The disclosures pursuant to Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies are set out further below

Enquiries:

In addition to their appointment to the Board, each holds or has held the following directorships or partnerships in the past five years: 

Martin Hull (aged 47)

 
Mr Hull does not hold any shares in the Company.

Hugo Quevedo (aged 62)

Mr Quevedo does not hold any shares in the Company.

Javier Alvarez (aged 54)

 
Mr Alvarez does not hold any shares in the Company.

Juan Manuel Santucci (aged 47)

 
Mr Santucci does not hold any shares in the Company.

There is no further information required to be disclosed in respect of the above appointment pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies.