Auction Technology Group Proposes Share Premium Cancellation in AGM Notice

ATG publishes 2025 Annual Report and flags share premium cancellation ahead of 2026 AGM

Auction Technology Group (ATG) has published its 2025 Annual Report and Accounts and issued the Notice of its 2026 Annual General Meeting (AGM). The headline for investors: alongside routine AGM business, shareholders are being asked to approve a cancellation of the entire amount standing to the credit of the Company’s share premium account (a “Capital Reduction”).

The AGM will take place at 1:00pm on Thursday 22 January 2026 at Travers Smith LLP, 10 Snow Hill, London EC1A 2AL. Documents are available on ATG’s investor website and via the FCA’s National Storage Mechanism.

What ATG is proposing: cancel the share premium account

ATG is asking shareholders to approve a Capital Reduction that would cancel the whole balance of the Company’s share premium account. In UK company law, this is a court-approved accounting exercise that can convert “non-distributable” reserves (like share premium) into “distributable reserves”. Distributable reserves are the pot a company can use for things like dividends or share buybacks.

Key point: the Capital Reduction is conditional on (1) shareholders passing a special resolution at the AGM and (2) the Court confirming the cancellation. The Notice of AGM contains the full details.

ATG has not disclosed the quantum of the share premium balance in this announcement, nor a specific intended use of any resulting distributable reserves.

Why companies do this (and what it doesn’t mean)

• Typical reasons: increase financial flexibility by creating distributable reserves, tidy up historical reserves, or offset accumulated losses. ATG has not stated its specific rationale here.
• What it doesn’t mean: a share premium cancellation is not an equity raise or a cash outflow. It is an accounting change that usually does not alter the number of shares in issue or ownership stakes.
• Cash impact: generally none at the point of cancellation. Any future distributions (if made) would be separate decisions.

Process and timing to expect

• AGM vote: shareholders are asked to pass a special resolution on 22 January 2026.
• Court process: if approved by shareholders, the Court must then confirm the cancellation. Timing for the Court hearing is not disclosed.
• Effective date: not disclosed in this RNS. Implementation follows Court confirmation and the filing of the Court order.

AGM logistics and how to take part

Shareholders can attend in person or vote by proxy, with an option to watch a live webcast (listen-only, no voting). Questions on AGM business can be submitted in advance.

AGM date and time	1:00pm, Thursday 22 January 2026
Venue	Travers Smith LLP, 10 Snow Hill, London EC1A 2AL
Webcast	Watch and listen (no voting). Register via [email protected]
Submit questions	By 1:00pm on Tuesday 20 January 2026 to [email protected]
How to vote	In person or by proxy as set out in the Notice of AGM
Documents	2025 Annual Report, Notice of AGM and Proxy Form available on ATG’s website and the FCA National Storage Mechanism

Annual Report and documents now available

Following the preliminary results on 26 November 2025, ATG has today made its 2025 Annual Report, Notice of AGM and Proxy Form available. Electronic recipients are being notified, and hard copies are being posted to those who opted for paper. The documents have also been submitted in structured reporting format to the FCA’s National Storage Mechanism.

ATG notes that the regulated information required by the Disclosure Guidance and Transparency Rules is available in full within the 2025 Annual Report. This RNS is not a substitute for reading the Annual Report in full.

ATG in brief: marketplaces across A&A and I&C

ATG operates auction and list price marketplaces across two sectors: Arts & Antiques (A&A) and Industrial & Commercial (I&C). The Group powers ten branded online marketplaces with proprietary technology.

• More than 26 million unique secondary items facilitated each year
• Over $12 billion in annual item value
• Offices in North America, the United Kingdom, Germany and Mexico

Why this matters for shareholders

• Potential flexibility positive: If approved by shareholders and the Court, cancelling the share premium account typically creates distributable reserves. That can widen the options available to a Board around future capital allocation. ATG has not stated a specific use or policy here.
• No automatic distribution: Today’s proposal does not announce dividends or buybacks. Any such actions would be separate decisions. The RNS does not disclose any new capital allocation commitments.
• Governance and transparency: Publishing the Annual Report and making the Notice of AGM available ticks the compliance boxes and gives investors the detail behind the Capital Reduction resolution.
• Process risk and timing: Court confirmation is required; timing is not disclosed. There is no guarantee on how quickly the cancellation could become effective.

What to watch next

• Read the Capital Reduction details in the Notice of AGM. That will set out the mechanics and any conditions in full.
• Look for any commentary in the 2025 Annual Report on balance sheet structure and capital allocation priorities. The RNS does not provide the rationale.
• AGM vote outcome on 22 January 2026 and any subsequent update on Court approval timing.

Practical pointers and contacts

• Investor materials: available on the company’s investor website and via the FCA’s National Storage Mechanism.
• Webcast registration and AGM questions: [email protected]
• Media: [email protected]; PR adviser Teneo (+44 207 353 4200)
• Company Secretary: [email protected]

Bottom line

This is a tidy, procedural RNS with one noteworthy proposal: a full cancellation of the share premium account, subject to shareholder and Court approval. It is a common housekeeping step that can enhance financial flexibility, but ATG has not disclosed a specific rationale or intended use. The AGM vote and subsequent Court process will determine if and when it takes effect.