THE DUNDEE FOOTBALL CLUB LIMITED

Company Number: SC004585

Registered office: Dens Park Stadium, Sandeman Street, Dundee DD3 7JY

Notice is hereby given that an Extraordinary General Meeting (Meeting) of The Dundee Football Club Limited (Company) will be held at Dundee & Angus College Campus, Gardyne Rd, Broughty Ferry, Dundee DD5 1NY on 3rd June 2024 at 9:30am BST.

You will be asked to consider and vote on the resolutions below. The Resolutions will be proposed as a special resolution.

1. THAT, in accordance with section 551 of the Companies Act 2006 (CA 2006), the directors of the Company (or a duly constituted committee of the directors) (Directors) be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (Rights) up to an aggregate nominal amount of £13,000,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this resolution.

This authority revokes and replaces all unexercised authorities previously granted to the Directors but without prejudice to any allotment of shares already made or offered or agreed to be made pursuant to such authorities.

2. THAT, subject to the passing of resolution 1 and in accordance with section 570 of the CA 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by resolution 1, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall:

1. be limited to the allotment of equity securities up to an aggregate nominal amount of £13,000,000; and

2. expire five years from the date of this resolution (unless renewed, varied or revoked by the Company prior to or on that date).

Notes to the notice of annual general meeting or general meeting

Attending the meeting

1. You are invited to join and participate in the meeting electronically by attending at Dundee & Angus College Campus, Gardyne Rd, Broughty Ferry, Dundee DD5 1NY on 3rd June 2024 at 9:30am BST. Full details of how to participate are set out on pages 2 to 4 of this document.

Appointment of proxies

2. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights at the meeting and you should request a a proxy form from the Company Secretary, Lindsay Darroch by email (ldarroch@gilsongray.co.uk). A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3. You may appoint more than one proxy, provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy, please contact the Company Secretary, Lindsay Darroch (ldarroch@gilsongray.co.uk), to notify. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by you, will result in the proxy appointment being invalid. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chair) and give your instructions directly to them.

4. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.

5. You can:

- Appoint a proxy or proxies and give proxy instructions by returning the enclosed proxy form by post (see note 6).

- Register your appointment electronically (see note 7).

Appointment of proxy by post

6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution.

To appoint a proxy using the proxy form, the form must be:

- completed and signed;

- sent or delivered to the Company at the Company’s Registered Office; and

- received by the Company no later than 3 Business Days before the date of the meeting.

In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Lindsay Darroch by email at ldarroch@gilsongray.co.uk.

Appointment of proxy by joint members

7. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

8. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the deadline for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant deadline will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Lindsay Darroch by email at ldarroch@gilsongray.co.uk.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointment

9. You may terminate a proxy instruction but to do so you will need to inform the Company in writing by either:

- Sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

- Sending an email to Lindsay Darroch by email at ldarroch@gilsongray.co.uk.

In either case, the revocation notice must be received by the Company no later than 2 Business Days before the date of the meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

10. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that they do not do so in relation to the same shares.

Communication

11. Except as provided above, shareholders who have general queries about the meeting should contact Lindsay Darroch by email at ldarroch@gilsongray.co.uk (no other methods of communication will be accepted).

You may not use any electronic address provided either:

- in this notice; or

- in any related documents (including the proxy form)

to communicate with the Company for any purposes other than those expressly stated.

12. Voting on all resolutions will be conducted by way of a poll. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names.

As soon as practicable following the meeting, the results of the voting may be announced and posted on the Company's website.

By order of the Board

John Nelms, Director