B HODL PLC - EGM Notice / Share Buy-Back / Amended Articles

21 January 2026

B HODL Plc

("B HODL" or the "Company")

Notice of Extraordinary General Meeting

Proposed Share Buy-Back Authority and Adoption of Amended Articles

B HODL PLC (AQSE: HODL | OTCQB: HODLF | FRA: F5S) (the "Company" or "B HODL"), the first British company founded for Bitcoin accumulation and revenue generation from the Bitcoin in its treasury, announces that it has today published a circular to shareholders (the "Circular") convening an Extraordinary General Meeting ("EGM") to seek shareholder approval for certain proposed authorities and amendments.

Extraordinary General Meeting

The EGM will be held at The Comis Hotel, Mount Murray Back Road, Douglas, Isle of Man, IM4 2HT, at 13:30 on 06 February 2026.

At the EGM, shareholders will be asked to consider and, if thought fit, pass the following resolutions, each proposed as a 75% Resolution in accordance with the Company's Articles of Association:

1.    Share Buy-Back Authority

Shareholders will be asked to approve a general authority for the Company to make market purchases of its own ordinary shares of up to 10 per cent of the Company's issued ordinary share capital, within defined price parameters and in accordance with the Isle of Man Companies Act 2006.

If approved, the Share Buy-Back Authority would provide the Board with the ability to repurchase shares when market prices do not, in the Board's view, appropriately reflect the underlying Bitcoin value attributable to each share. Any shares purchased may be cancelled or held in treasury, subject to applicable law.

The Board considers the Share Buy-Back Authority to be an important component of a disciplined capital allocation framework for a Bitcoin treasury company. Where the Company's shares trade at a discount to underlying asset value, the repurchase and cancellation (or treasury holding) of shares may have the effect of increasing the proportional Bitcoin ownership of remaining shareholders.

The authority does not oblige the Company to undertake buy-backs and will only be exercised where the Board believes such action to be accretive, prudent and in the best interests of shareholders.

If approved, the authority will expire at the conclusion of the Company's next Annual General Meeting or 15 months from the date of the EGM, whichever is earlier.

2.    Adoption of Amended Articles of Association

Shareholders will be asked to approve the adoption of amended Articles of Association.

The proposed amendments are intended to ensure that the Company's constitutional framework continues to reflect the operational realities of an actively managed Bitcoin treasury business. In particular, the amendments address certain governance and operational matters, including provisions relating to directors' conflicts of interest and Board composition.

The Board believes that these updates will provide greater flexibility and clarity in governance arrangements while maintaining appropriate safeguards for shareholders. The proposed amendments do not affect the rights attaching to the Company's ordinary shares.

Why the Board is seeking these approvals

The Board's objective is to build a Bitcoin treasury business where every major corporate action is assessed against its impact on the underlying Bitcoin value per share over the long term.

The Share Buy-Back Authority is intended to operate alongside the Company's existing treasury and capital management tools, allowing the Board to respond to market conditions in a measured way. Together with the proposed governance updates, the Board believes these resolutions will better equip the Company to execute its strategy with discipline, transparency and long-term alignment with shareholders.

Circular and Voting

The Circular contains full details of the EGM, the resolutions to be proposed, the reasons for the proposals, and instructions on how shareholders may vote, including by proxy or via CREST.

The Board unanimously recommends that shareholders vote in favour of both resolutions.

The Directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

About B HODL:

B HODL is the first UK-listed company founded for Bitcoin accumulation and revenue generation. The Company operates a treasury-led strategy, deploying its Bitcoin holdings to power the Lightning Network and generate sustainable revenues from routing fees and liquidity provision. With a world-class team and a Bitcoin-only focus, B HODL aims to become the leading British Bitcoin company, giving investors transparent exposure to the growth of Bitcoin as both a strategic asset and a global financial standard.

Important Notice

The Company intends to hold treasury reserves and surplus cash in Bitcoin. This is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding cryptocurrencies to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies. Such an approach is innovative, and the Board of Directors wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board has taken the decision to invest in cryptocurrencies, and in doing so is mindful of the special risks cryptocurrencies present to the Company's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its cryptocurrencies at will. The ability to sell cryptocurrencies depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.