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Proposed Share Premium cancellation

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Franchise Brands plc is proposing to cancel its Share Premium account to create approximately £131.1 million in distributable reserves, which will support its share buyback program announced on January 28, 2026, future dividend payments, and other corporate purposes. This cancellation requires shareholder approval at a General Meeting on April 30, 2026, and court sanction, with an expected effective date around June 5, 2026. The process will not alter the rights or number of ordinary shares in issue.

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Franchise Brands plc (AIM: FRAN), an international multi-brand franchise business, announces that a General Meeting has been convened to seek shareholders' authority for the cancellation of the Share Premium account of the Company.

A Notice of General Meeting (the Circular) and Form of Proxy relating to the General Meeting will be posted to shareholders today, and both documents are available to view, download and print at https://www.franchisebrands.co.uk/investor-information/reports-presentations/#circulars-sent-to-shareholders.

The Circular contains details of the proposed cancellation of the Company's share premium account (the Share Premium Cancellation). The Share Premium Cancellation is proposed to be undertaken to create approximately £131.1m of distributable reserves to support (i) the implementation of the share buyback programme announced by the Company on 28 January 2026; (ii) the future payment by the Company of dividends to its Shareholders (in each case should circumstances dictate it appropriate or desirable to do so); and (iii) for other corporate purposes of the Company.

Capitalised terms in this announcement have the meaning given to them in the Circular.

The Share Premium Cancellation is conditional upon the passing of the special resolution set out in the Notice of General Meeting by the Company's Shareholders, as well as approval being obtained from the Court. It is expected that the Court's final hearing of the application will take place on 2 June 2026. The Effective Date of the Share Premium Cancellation is expected to be on or around 5 June 2026 but will depend on, amongst other things, the date on which the Court confirms the Share Premium Cancellation.

Completion of the Share Premium Cancellation will not affect the rights attached to the Ordinary Shares and will not result in any change to the number of Ordinary Shares in issue (or their nominal value).

The General Meeting will be held at the offices of Gateley Legal, 1 Paternoster Square, London, EC4M 7DX will be held at 11:15 a.m. (or, if later, immediately following the conclusion of the Annual General Meeting) on 30 April 2026.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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