Satsuma Tech. Regulatory News (SATS)

This announcement contains information which, prior to its disclosure, was inside information as defined under assimilated Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

16 March 2026

Satsuma Technology PLC

('Satsuma' or the 'Company')

Update on Board and intention to adjourn the Requisitioned General Meeting

Further to the announcement of 6 March 2026, the Board has held further discussions with Shareholders with respect to the two remaining Resolutions that are capable of being put to the Requisitioned General Meeting convened for 10:00 a.m. on 19 March 2026. In light of these discussions and the intention of the Board to appoint the two proposed Directors to the Board as Non-Executive Directors (which is explained further in this announcement), the Board intends for the Chairman to adjourn the Requisitioned General Meeting until further notice (sine die), without the Resolutions being put to the meeting for voting.

Background

Since the receipt by the Board of the Requisitions in late January 2026, the Board has held numerous discussions with a large proportion of the Shareholder base.

From these discussions it was clear that the executive Directors had lost the confidence of the majority of Shareholders, and that there were no circumstances in which that confidence could be restored. It was also clear to the Board and Shareholders that the cost base for the Company was too high and had been built to support a scale of activity that is no longer deliverable in the current market.

In light of the Requisitions and the feedback from Shareholders, the Board reached agreement with both Henry Elder, the former Chief Executive Officer and Andrew Smith, the former Chief Financial Officer, to resign as Directors of the Company and to cease their employment.

These departures left the Company with no executive Directors. Accordingly, and on a temporary basis only, Ranald McGregor-Smith agreed to become Executive Chairman and Clive Carver agreed to become an Executive Director for a period to end at the Annual General Meeting expected to be held in June 2026.

The Board has also already taken action to reduce costs with significant annualised reductions actioned or planned.

The remaining Resolutions

There have been constructive conversations with both of the proposed new Non-Executive Directors, and whilst neither have a background in Bitcoin Treasury companies, they have a clear focus on cutting costs, a process which is in progress with work still to do.

Each has extensive commercial and regulatory experience, which is very similar to that of Ranald McGregor-Smith and Clive Carver, who joined the Board to provide corporate governance oversight as non-executives in December 2025, but who have now stepped in to temporary executive roles. 

The Shareholder consensus referred to above did not extend to the future direction of the Company. To therefore appoint the two new proposed Directors appeared to duplicate the skills already present on the Board. Accordingly, the Board's view was that it would be more appropriate for the appointment to be limited to just one of those nominated.

However, based on the views of a majority of Shareholders it was clear that the requisitioned Resolutions proposing the appointment of both new Non-Executive Directors had levels of support that meant they would be carried regardless.

To avoid incurring undue further costs and disruption, the Board has therefore informed the two proposed new Directors that, subject to the customary regulatory checks, the Board has agreed to appoint them as Non-Executive Directors.

In light of these circumstances, none of the Resolutions set out in the Notice of Requisitioned General Meeting included in the Circular are likely to be applicable by the time of the Requisitioned General Meeting convened for 19 March 2026 and, accordingly, the Chairman intends to adjourn the Requisitioned General Meeting until further notice (sine die), without the Resolutions being put to the meeting for voting.

Capitalised terms used in this announcement shall have the meanings ascribed to them in the circular published by the Company on 19 February 2026 (the "Circular"), unless the context otherwise requires.