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OXFORD BIODYNAMICS PLC

Placing and Subscriptions to raise £7,000,000

Posting of Circular to Shareholders

and

Notice of General Meeting

Oxford, UK - 22 October 2025 - Oxford BioDynamics Plc (AIM: OBD), a precision clinical diagnostics company bringing specific and sensitive tests to the practice of medicine based on its EpiSwitch® 3D genomics platform, announces that it has conditionally raised in aggregate £7 million (before fees and expenses) pursuant to a placing of 2,301,666,661 new Ordinary Shares of £0.001 each (the "Placing Shares") with new and existing institutional and other investors (the "Placing") and through direct subscriptions for 31,666,665 new Ordinary Shares of £0.001 each (the "Subscription Shares" and, together with the Placing Shares, the "New Ordinary Shares") (the "Subscriptions"). The Placing and the Subscriptions (together the "Fundraising") are being carried out at an issue price of £0.003 per Ordinary Share of £0.001 each (the "Issue Price").

The Fundraising is conditional upon, amongst other things, the approval by Shareholders of resolutions to be proposed at a general meeting of the Company which will take place at 10.00 a.m. on 7 November 2025 (the "General Meeting") to approve the issue of the New Ordinary Shares on a non pre-emptive basis (the "Resolutions"), the admission of the New Ordinary Shares to trading on AIM and the Placing Agreement not having been terminated. The Resolutions must be passed by Shareholders at the General Meeting in order for the Fundraising to proceed. The Fundraising has not been underwritten. A circular (the "Circular") containing details of the Fundraising and the notice of the General Meeting is expected to be posted to Shareholders today and will include instructions on how to vote at the General Meeting. A copy of the Circular will be available on the Company's website later today.

Key features of the Fundraising

·     The Fundraising will provide working capital to support the Company's ongoing operation as sales revenues from test sales increase and whilst the Company seeks additional business development and non dilutive funding opportunities through out-licensing and/or distribution agreements.

·     The Issue Price of £0.003 per New Ordinary Share represents a discount of 40% to the closing mid-market price on 21 October 2025 of £0.005 per existing Ordinary Share, being the latest practicable date prior to the announcement of the Fundraising.

·    The New Ordinary Shares will represent approximately 54.4 per cent. of the Company's issued Ordinary Share capital as enlarged by the New Ordinary Shares ("Enlarged Ordinary Share Capital") and will be issued fully paid and ranking pari passu in all respects with the existing Ordinary Shares in issue.

If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Company will not receive the associated placing monies. In this scenario, the Subscriptions would similarly not proceed. If the Resolutions to approve the Fundraising were not to be passed, then the Company would be required to seek alternative funding arrangements in order to meet its short-term working capital requirements.

Iain Ross, Executive Chairman of Oxford BioDynamics Plc, said:

"I want to thank our existing shareholders for their continued support and also to welcome some new holders to our register. Whilst our PSE Test sales continue to grow month on month, our new partnership with Google Cloud is progressing and third party partnership discussions are ongoing, these funds will help us to execute our plans to create increasing value for our shareholders."

Extracts from the Circular

Letter from the Executive Chairman

Background to and reasons for the Fundraising

Over the last few years the Company's goal has been to advance personalised healthcare by bringing specific and sensitive tests to the practice of medicine based on its EpiSwitch® 3D genomics platform. However by December 2024 it became clear that the strategy being employed was not financially viable.

As a consequence, when I joined the Board of Directors as Executive Chairman following the successful completion of a fundraising, which I led in January 2025, the Company announced the intention to focus more on establishing partnerships and collaborations, across all geographies and all aspects of the Company's activities including its clinical and pipeline tests and its EpiSwitch® 3D genomics platform. I also set out our plan to further validate and monetise the EpiSwitch® platform itself as a way of cost‑effectively securing commercial and financial success.

Since late January 2025 there has been significant progress across several revenue and cost initiatives:

·      By focusing direct sales and marketing efforts predominantly on the EpiSwitch® Prostate Screening ("PSE") Test; targeting geographic regions in the US with specific key opinion leader (KOL) engagement and by engaging with some additional "commission‑only" sales personnel, monthly orders of the PSE Test have grown over the last year from fewer than 100 tests in September 2024 to 215 tests in September 2025. Record sales of tests have been reported every month since June 2025 with the potential for significant increases in orders as new US clinics and healthcare groups are onboarded.

·      Direct sales efforts on the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer have been restricted in order to save costs whilst the team focuses on establishing CiRT's inclusion in the US National Comprehensive Cancer Network (NCCN) clinical guidelines (application expected in early 2026). Interim results from the FDA‑registered PROWES trial published in September 2025 strongly support CiRT's clinical utility, with CiRT having influenced real‑world treatment choices in 61% of the cases reported, a high value for utility studies of molecular tests in oncology. However, 'guideline inclusion' will be key to wider adoption of CiRT by oncologists.

·    The recently announced partnership with Google Cloud has allowed the Company to migrate the EpiSwitch® Platform and KnowledgeBase onto the cloud. By year‑end, it is expected the first users from academia and industry will be able both to analyse their own data and to access the Company's proprietary 3D genomics database and a suite of tools in the new site, on a subscription/licensing basis.

·     The Company's profile has been raised with several publications advocating the use of the PSE and CiRT tests. In addition, the Company continues to look to partner/license its tests from its development pipeline for other indications, including EpiSwitch® NST for colorectal/bowel cancer, EpiSwitch® SCB for canine cancer and the recently announced EpiSwitch test for the diagnosis of Myalgic Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS).

·    Third‑party partnering/collaboration discussions on the individual tests and platform have been initiated and are ongoing with several large pharma, biotech and diagnostic companies with a view to licensing and/or distribution deals being secured over the next 12 months, potentially generating significant non‑dilutive funding.

·   Whilst the Company needs to maintain a cost base consistent with the integrity of running clinically validated tests from regulated compliant labs in the UK and US, through judicious management there has been a reduction in headcount (of 14%) and some costs. In addition, process improvement work has recently been undertaken which is expected to reduce the cost of goods for our clinical tests and significantly improve throughput, which will be key in partnership/licensing discussions.

In the announcement of our interim results on 30 June 2025, the Board highlighted that in the absence of a significant third‑party non‑dilutive funding transaction, additional funding would be required in the final quarter of the 2025 calendar year. The reality is that whilst progress has been made across the business and third‑party discussions are ongoing, a transaction securing significant non‑dilutive funding is yet to be secured. If the Resolutions to approve the Fundraising were not to be passed, then the Company would be required urgently to seek alternative funding arrangements in order to continue to operate or, if not forthcoming, seek a sale or an orderly wind up of the business.

The Directors believe that with the accelerated growth in PSE test sales, the continued development of the EpiSwitch KnowledgeBase through the partnership with Google Cloud and the status of the ongoing third‑party partnership/collaboration discussions, the business warrants further investment to achieve the following goals:

·      To focus on growing sales of EpiSwitch PSE (targeting 500 tests/month within 12 months).

·      To out‑license or partner a test (CiRT, NST and CFS representing the most likely candidates for outlicensing).

·      To sign a distribution deal/partnership on the PSE test, securing an upfront fee, ongoing milestone payments and royalties on sales.

·      To establish EpiSwitch CiRT in NCCN Guidelines and thereafter to seek partners for the test.

·     To build on the agreement with Google Cloud to directly monetise the Company's EpiSwitch 3D Genomics platform and knowledgebase.

·     To contract and deliver projects for pharma and other customers through sustained direct business development initiatives and/or via leads arising from the use of the platform and knowledgebase.

Information on Oxford BioDynamics Plc

Introduction

The Company is a biotechnology company advancing personalised healthcare by developing and commercialising precision medicine tests for life‑changing diseases. The Company is headquartered in Oxford, UK, where it has its main research laboratory and product development facility and a clinical laboratory compliant with the requirements of ISO 15189:2012 (Medical Laboratories). In the US, the Company has a commercial team and a CLIA‑registered clinical laboratory in Frederick, MD. It has a reference laboratory in Penang, Malaysia. The Company's Ordinary Shares are admitted to trading on AIM.

Founded in 2007 as a spin‑out from the University of Oxford, the Company is expert in the field of 3D genomics, with over 18 years' work invested into developing its proprietary automated fast turn‑around blood testing technology platform, EpiSwitch®.

The Company's commercial clinical products are the EpiSwitch® PSE (Prostate Screening test) and EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) blood tests. PSE is a blood test that boosts the predictive accuracy of a PSA test from 55% to 94% when testing the presence or absence of prostate cancer, launched in the US and UK in September 2023. CiRT is a predictive immune response profile for immuno‑oncology (IO) checkpoint inhibitor treatments, launched in February 2022.

It also has a development pipeline of tests for other indications, including EpiSwitch® NST (for colorectal/bowel cancer), EpiSwitch® SCB (for canine cancer) and, recently announced, a first‑in‑class diagnostic blood test for Chronic Fatigue Syndrome (CFS), also known as Myalgic Encephalomyelitis (ME).

In March 2021, the Company launched its first commercial prognostic test, EpiSwitch® CST (Covid Severity Test) and the first commercially‑available microarray kit for high‑resolution 3D genome profiling and biomarker discovery, EpiSwitch® Explorer Array Kit, which is available for purchase by the life science research community.

In August 2021 and May 2023, the Company was granted two Partnership for Accelerating Cancer Therapies ("PACT") Awards. The prestigious awards came from PACT, a five‑year public‑private research collaboration totalling $220 million between the National Institutes of Health (NIH), the US Food and Drug Administration (FDA) and 12 leading pharmaceutical companies, managed by the Foundation for the National Institutes of Health ("FNIH").

The Company is one of 26 participants in the EU‑funded HIPPOCRATES (Health initiatives in psoriasis and psoriatic arthritis consortium European states) consortium. The consortium was awarded a total of €21 million over five years in July 2021 to promote early identification and improved outcomes in psoriatic arthritis (PsA).

Each of the Company's on‑market products and development pipeline assets is based on its proprietary 3D genomic biomarker platform, EpiSwitch®, which can build molecular diagnostic classifiers for the prediction of response to therapy, patient prognosis, disease diagnosis and subtyping, and residual disease monitoring in a wide range of indications.

EpiSwitch® is an award‑winning, proprietary platform that enables screening, evaluation, validation and monitoring of 3D genomic biomarkers. The technology is fully developed, protected by a broad intellectual property portfolio comprising 23 patent families (with more than 150 individual patents granted) as well as extensive proprietary know‑how, and is reduced to practice.

The Company has created bioinformatic tools for 3D genomics and an expertly curated 3D genome knowledgebase comprising over 1.5 billion data points, from over 15,000 samples, in more than 40 human diseases. These tools and data will shortly be made available to researchers online, a development made possible by the Company's collaboration with Google Cloud announced in August 2025.

The Company has participated in more than 40 projects with large pharmaceutical companies and leading institutions including, among others, Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts General Hospital and Mitsubishi Tanabe Pharma America. The Group's pharma partnerships have demonstrated its ability to reduce its technology to practice for clinical applications.

In the US, the Company is represented by its Chief Scientific Officer, Dr Alexandre Akoulitchev, on four Foundation for the National Institutes of Health ("FNIH") Biomarker Steering Committees, in oncology, immunology and inflammation, neuroscience and metabolics.

The 3D configuration of the genome plays a crucial role in gene regulation. By mapping this architecture and identifying abnormal configurations, EpiSwitch® can be used to diagnose patients or determine how individuals might respond to a disease or treatment.

For more information on the Group's EpiSwitch® platform, view the video "What is EpiSwitch® Technology?" at http://obdx.co/what‑is‑episwitch.

Current Trading and Prospects

Since January 2025, the Company has refocused on: continuing to grow the sales of its marketed PSE & CiRT tests; immediately seeking third party validation through partnerships, collaborations and licensing deals within the diagnostic/pharmaceutical sector; and as necessary restructuring the business to maintain a realistic cost base for a company of OBD's size.

In the financial year to 30 September 2025, sales of the Company's EpiSwitch® PSE test have increased steadily, more than double the sales of the previous financial year and successive record monthly sales in every month from June to September 2025. Since launch in September 2023, over 2,650 PSE tests have been sold.

PSE benefits from a unique CPT‑PLA‡ code (0433U), enabling reimbursement by US insurers. Reimbursement for the test is regularly received from many US insurers including Medicare, Humana, United Healthcare and Aetna.

Sales of EpiSwitch® CiRT tests were at a similar level to the previous financial year, with almost 1,900 tests now sold since the test's launch in 2022. CiRT is also regularly reimbursed by several US insurers under a unique CPT‑PLA‡ code (0332U). CiRT benefits patients, oncologists, and payers alike. The main opportunities for growth in orders and revenue from the test rely on the prospect of its inclusion in clinical guidelines such as those of the NCCN, which the Company is in the process of pursuing.

As noted under the heading 'Background to and reasons for the Fundraising' above, the Company has identified several potential sources of future revenues, namely through the monetisation of the Company's platform and knowledgebase, (made possible through its partnership with Google Cloud); and through distribution, co‑development or outlicensing agreements for any of its on‑market or pipeline tests. The Company is engaged in discussions with several third parties.

The Company has sought where possible to reduce its cost base whilst preserving the integrity of its clinical and R&D operations. Headcount reductions and other cost savings during 2025 have helped to preserve cash resources for as long as possible. The Company will continue to seek to rationalise its cost base further, without unduly affecting its ability to offer clinical tests or to serve its pharma, biotech or academic customers.

Working Capital

The Directors are of the opinion, having made due and careful enquiry, that, taking into account the net proceeds of the Fundraising and the revenue and other operating income that the Company expects to generate over the period through tests sales and potential partnerships, collaborations or licensing deals, the working capital available to the Company is sufficient for its requirements for the next twelve months.

Details of the Fundraising

Placing

The Company today announced that it has conditionally placed with new and existing institutional and other investors 2,301,666,661 Placing Shares in aggregate at the Issue Price of £0.003 per Placing Share to raise gross proceeds of £6,905,000 (before fees and expenses). The Placing Shares, when issued, will represent approximately 53.64% of the Enlarged Ordinary Share Capital immediately following General Admission.

The Board believes that raising equity finance using the flexibility provided by a non‑pre‑emptive placing is the most appropriate and optimal structure for the Company at this time. This allows certain existing institutional holders and new institutional investors the opportunity to participate in the Placing.

The General Placing (which is not being underwritten) is conditional, amongst other things, upon: (a) the Resolutions set out in the Notice of General Meeting being approved by Shareholders; (b) the VCT/EIS Placing Shares being unconditionally allotted and issued to Placees and the VCT/EIS Admission having taken place; (c) the Company having complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to General Admission; and (d) General Admission in respect of the General Placing Shares becoming effective on or before 8.00 a.m. on 11 November 2025 or such later date as the Company and OAK Securities may agree (being no later than 8.00 a.m. on 28 November 2025). The Placing Shares are not subject to clawback.

The VCT/EIS Placing is conditional, amongst other things, upon: (a) the passing of the Resolutions at the General Meeting; and (b) the VCT/EIS Admission occurring on or before 8.00 a.m. on 10 November 2025 (or such later date as OAK Securities and the Company may agree, not being later than 28 November 2025).

Shareholders should note that it is possible that VCT/EIS Admission occurs but General Admission does not occur. General Admission is conditional on VCT/EIS Admission having occurred. If VCT/EIS Admission and General Admission do not occur, then the Company will not receive the relevant net proceeds in respect of VCT/EIS Admission and General Admission, and the Company may not be able to finance the activities referred to in the Circular.

The Company has been advised that the VCT/EIS Placing Shares will rank as a qualifying holding for the purposes of investment by VCTs. However, no assurance has been obtained from HMRC or any other person that a subscription for VCT/EIS Placing Shares is a 'qualifying holding' for the purpose of investment by VCTs.

The Company has been advised that the VCT/EIS Placing Shares will constitute 'eligible shares' and that the Company will be regarded as a 'qualifying company' for the purposes of the EIS rules. However, no assurance has been obtained from HMRC or any other person that a subscription for VCT/EIS Placing Shares will meet the requirements for EIS Relief.

None of the Directors nor the Company give any representation, warranty or undertaking that any VCT investment in the Company is a qualifying holding, or that a subscription for VCT/EIS Placing Shares will meet the requirements for EIS Relief, or that VCT or EIS qualifying status or eligibility will not be withdrawn, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in Ordinary Shares. Investors considering taking advantage of any of the reliefs available to VCTs or EIS Relief should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). The rules governing VCT and EIS reliefs are complex. Any prospective investors who are considering investing in VCT/EIS Placing Shares in order to obtain VCT or EIS reliefs are recommended to take independent tax advice from a professional tax adviser.

Subject to, inter alia, the passing of the Resolutions, application will be made for the VCT/EIS Placing Shares, the General Placing Shares and the Subscription Shares to be admitted to trading on AIM. VCT/EIS Admission is expected to occur and dealings are expected to commence in the VCT/EIS Placing Shares on AIM at 8.00 a.m. on 10 November 2025. General Admission is expected to occur and dealings are expected to commence on AIM in the General Placing Shares and the Subscription Shares at 8.00 a.m. on 11 November 2025. Shareholders and potential investors should be aware of the possibility that VCT/EIS Admission may occur but General Admission may not occur.

Subscriptions

The Subscription Shares are being subscribed for directly by the Subscribers at the Issue Price. The Subscriptions remain conditional, among other things, upon (a) the Resolutions as set out in the Notice of General Meeting being approved by Shareholders and (b) General Admission becoming effective by no later than 8.00 a.m. on 11 November 2025 (or such later date as the Subscribers and the Company may agree, not being later than 28 November 2025). The Subscriptions are not being underwritten, and the Subscription Shares are not subject to clawback.

The Subscription Shares, which are expected to raise gross proceeds of £95,000 (before fees and expenses) at the Issue Price, when issued, will represent approximately 0.74% of the Enlarged Ordinary Share Capital immediately following General Admission.

Application will be made for the Subscription Shares to be admitted to trading on AIM. It is expected that the Subscription Shares will be admitted to trading on AIM and that dealings will commence in the Subscription Shares on AIM at 8.00 a.m. on 11 November 2025.

Placing Agreement

Pursuant to the terms of the Placing Agreement, OAK Securities has conditionally agreed to use its reasonable endeavours, as agent for the Company, to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains customary warranties from the Company in favour of OAK Securities in relation to, amongst other things, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify OAK Securities in relation to certain liabilities it may incur in respect of the Fundraising.

OAK Securities has the right to terminate the Placing Agreement in certain circumstances prior to VCT/EIS Admission or General Admission, in particular, in the event of a material breach of the warranties given in the Placing Agreement, breach by the Company of any of its material obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting, amongst other things, the Placing or dealings in the New Ordinary Shares in the secondary market.

Settlement and dealings

Applications will be made to the London Stock Exchange for the VCT/EIS Placing Shares, the General Placing Shares and the Subscription Shares to be admitted to trading on AIM. It is expected that VCT/EIS Admission will become effective and dealings in the VCT/EIS Placing Shares will commence on AIM at 8.00 a.m. on 10 November 2025 and that General Admission will become effective and dealings in the General Placing Shares and the Subscription Shares will commence on AIM at 8.00 a.m. on 11 November 2025, subject to the passing of the Resolutions at the General Meeting.

The Placing Shares and the Subscription Shares will, on the relevant Admission, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of the relevant Admission.

Use of proceeds

The Company plans to use the net proceeds from the Fundraising predominantly as working capital alongside a non‑dilutive deal (out‑license or distribution agreement), to support its ongoing operation as sales revenues (particularly from PSE) increase. In addition, the Company plans to:

·   Secure additional business development resource to enable more effective outreach to pharmaceutical companies and to support the building of the platform business.

·      Recruit additional resource to augment the Company's data team, supporting the online platform.

·   Augment clinical operations as test volumes increase and, post‑NCCN Guideline inclusion, add additional resource to support EpiSwitch CiRT specialist sales.

·      Increase marketing and PR efforts behind the promotion of the EpiSwitch PSE and EpiSwitch CiRT tests.

·      Fund a pilot study in the NHS to support the wider adoption of the EpiSwitch PSE test in the UK.

The Company expects to publish preliminary results for the year ended 30 September 2025 in December 2025, following the completion of its financial audit.

Related party Transactions

Through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, Vulpes Investment Management (which is controlled by Non‑Executive Director Stephen Diggle) has an existing interest over 251,876,178 Ordinary Shares in the Company, representing 12.9% of the Company's issued share capital as at the date of this announcement. Vulpes Investment Management has agreed to subscribe for 366,666,666 Ordinary Shares in the Placing, bringing their aggregate holding to 618,542,844 Ordinary Shares, representing 14.4% of the Enlarged Ordinary Share Capital. Accordingly, the transaction between the Company and Vulpes Investment Management is a 'related party' transaction pursuant to Rule 13 of the AIM Rules (the "Vulpes Transaction").

The Director of the Company who is not participating in the Fundraising (being Dr David Holbrook), having consulted with the Company's nominated adviser, Shore Capital, considers the terms of the Vulpes Transaction to be fair and reasonable insofar as Shareholders are concerned.

Dr Alexandre Akoulitchev, a director, who holds 7,562,296 Existing Ordinary Shares, representing 0.4% of the Existing Ordinary Shares, has agreed to subscribe for 6,666,666 Subscription Shares. Following General Admission, Alexandre Akoulitchev will hold 14,228,962 Ordinary Shares, representing 0.33% of the Enlarged Ordinary Share Capital.

Thomas Guiel, a PDMR, who holds 1,288,146 Existing Ordinary Shares, representing 0.07% of the Existing Ordinary Shares, has agreed to subscribe for 5,000,000 Subscription Shares. Following General Admission, Thomas Guiel will hold 6,288,146 Ordinary Shares, representing 0.15% of the Enlarged Ordinary Share Capital.

Peter Presland, a director, who holds 3,398,553 Existing Ordinary Shares, representing 0.2% of the Existing Ordinary Shares, has agreed to subscribe for 3,333,333 Subscription Shares. Following General Admission, Peter Presland will hold 6,731,886 Ordinary Shares, representing 0.16% of the Enlarged Ordinary Share Capital.

Iain Ross, a director, who holds 10,000,000 Ordinary Shares, representing 0.5% of the Existing Ordinary Shares, has agreed to subscribe for 13,333,333 Subscription Shares. Following General Admission, Iain Ross will hold 23,333,333 Ordinary Shares, representing 0.54% of the Enlarged Ordinary Share Capital.

Paul Stockdale, a director, who holds 3,077,919 Existing Ordinary Shares, representing 0.2% of the Existing Ordinary Shares, has agreed to subscribe for 3,333,333 Subscription Shares. Following General Admission, Paul Stockdale will hold 6,411,252 Ordinary Shares, representing 0.15% of the Enlarged Ordinary Share Capital.

The participation of the Directors and the PDMR in the Fundraising is a 'related party' transaction pursuant to Rule 13 of the AIM Rules. The Director of the Company who is not participating in the Fundraising (being Dr David Holbrook), having consulted with the Company's nominated adviser, Shore Capital, considers the terms of each Director or PDMR subscription transaction described above to be fair and reasonable insofar as Shareholders are concerned.

Posting of Shareholder Circular and Notice of General Meeting

The Company's existing shareholder authorities granted at the 2025 AGM do not give Directors the authority necessary to allot the New Ordinary Shares. Accordingly, the Board is seeking the approval of Shareholders to provide the authority to allot New Ordinary Shares in respect of the Placing and the Subscriptions. The Circular containing details of the Fundraising and the notice of the General Meeting is expected to be posted to Shareholders today and will include instructions on how to vote at the General Meeting to be held at 3140 Rowan Place, John Smith Drive, Oxford Business Park South, Oxford, OX4 2WB at 10.00 a.m. on 7 November 2025, at which the Resolutions will be proposed as an ordinary and a special resolution as set out below. The Resolutions to be passed at the General Meeting are as follows:

1. Resolution 1 (Authority to allot shares), which will be proposed as an ordinary resolution, is to authorise the Directors to allot the New Ordinary Shares.

2. Resolution 2 (Disapplication of pre‑emption rights), which will be proposed as a special resolution and which is conditional upon the passing of Resolution 1, grants authority to the Directors to disapply pre‑emption rights granted to Shareholders pursuant to the Act, in respect of the allotment of the New Ordinary Shares.

The authorities conferred by the resolutions are in addition to the existing authorities conferred on the Directors by Shareholders at the 2025 AGM, which are due to expire at the conclusion of the annual general meeting of the Company to be held in 2026.

An ordinary resolution requires the approval of a simple majority of Shareholders who vote at the General Meeting and a special resolution requires the approval of at least 75% of Shareholders who vote at the General Meeting, in order to be passed.

Recommendation

The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as those Directors who hold Ordinary Shares will do in respect of their beneficial holdings amounting, in aggregate, to 279,074,910 Ordinary Shares as at 21 October 2025 (being the last practicable date prior to the publication of this announcement), representing 14.3% of the Existing Ordinary Shares.

The Fundraising is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that, if the Resolutions are not passed at the General Meeting, then the Fundraising will not proceed.

For more information:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1.                    All references to times are to London time.

2.               The dates and times set out in the above timetable and in the rest of this Announcement are indicative and are subject to change. If any such dates and times should change, the revised times and/or dates will be notified by announcement via RNS.

3.                All events in the above timetable scheduled to take place after the General Meeting are conditional on the approval by the Shareholders of the Resolutions.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires or unless specifically provided otherwise: