EXTRACTS FROM THE CIRCULAR

EXPLANATORY STATEMENT

1.            SUMMARY

The Company is seeking Shareholder approval for the cancellation of the admission of the Ordinary Shares to trading on AIM with effect from 7.00 a.m. GMT on 23 December 2025. The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out on page 18 of the Circular. The Company has notified the London Stock Exchange of its proposed Cancellation from trading on AIM and has provided not less than 20 clear Business Days' notice of Cancellation.

If approved, this will mean the Company will re-register as a private company and adopt the New Articles following the Cancellation. The Re-registration and adoption of New Articles are conditional upon the Cancellation becoming effective and the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

Should it be approved by the Shareholders at the General Meeting, Shareholders wishing to trade in the Ordinary Shares post Cancellation can do so on the Matched Bargain Facility.

The Company is asking Shareholders to vote in favour of the Proposals at the General Meeting, which has been convened for 2.00 p.m. GMT (9.00 a.m. EST) on 15 December 2025. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. GMT on 23 December 2025.

The Takeover Code currently applies to the Company, however, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Takeover Code will continue to apply to the Company for a period of two years after the Cancellation, following which it will cease to apply and Shareholders will no longer be afforded the protections provided by the Takeover Code. For further details, please refer to paragraph 6 of the Explanatory Statement of the Circular below.

The purpose of the Circular is to provide you with information on the background to and reasons for the Proposals, and explain the consequences of the Proposals. The Notice of the General Meeting is set out on page 18 of the Circular.  

2.            BACKGROUND TO AND REASONS FOR THE PROPOSALS

The Company's current cash balance is anticipated to fund the Company through the second quarter of 2026. The Company needs to raise additional capital from strategic or financial investors during the current cash runway. The Board has been evaluating all available options to maximise long-term shareholder value, including identifying opportunities to further reduce operational costs while maintaining strict financial discipline. After careful consideration, the Board believes that, under certain circumstances, a transition to a private company structure could reduce operational expenses, provide greater strategic flexibility, and broaden access to capital on more favourable terms. The Directors believe that the Proposals are in the best interests of the Company and its Shareholders as a whole.

In reaching this conclusion the Board has considered the following key factors:

·    Stronger Access to Capital: As the Company has publicly stated, it requires approximately $20 million additional funding to execute its business plan to achieve profitability. Based on feedback received following engagement with a number of potential strategic and financial investors, they typically prefer companies to be private before making an investment in them.  Therefore, being a private company could improve the Company's ability to access the capital it needs in order to execute its strategy.

·    Listing and Compliance Costs: The costs of being a public company, both in terms of financial and management time are significant. Cancellation would eliminate the annual expenditure associated with maintaining a listing on AIM and thus enable the business to reallocate that expenditure to core business activities and free up management time to achieve its strategic objectives.

·    Public Market Undervaluation: The Directors believe that the public markets are not fairly valuing the Company, and the Directors do not believe that this disconnect will change in the short-to-medium term. Based on the current public market valuation, raising the required capital would be significantly dilutive to current shareholders. The Company believes that becoming a private company could potentially provide access to capital at a higher valuation.

·    Current Funding Environment: The Directors believe that the UK public market environment for small-cap MedTech companies remains highly challenging, characterised by persistent undervaluation, limited liquidity and the ongoing costs associated with maintaining a public listing. With shares frequently trading below their intrinsic value and market activity remaining subdued, investors continue to face difficulties executing trades efficiently. At the same time, the Company requires additional capital to advance the development and commercialisation of its technology.

3.            PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting. Accordingly, the Notice of General Meeting set out on page 18 of the Circular contains a special resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear Business Days prior to such date. In accordance with AIM Rule 41, the Company has notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

Accordingly, if the Cancellation Resolution is passed, it is expected that the last day of dealings in Ordinary Shares on AIM will be 22 December 2025 and that the Cancellation will become effective at 7.00 a.m. GMT on 23 December 2025. If the Cancellation becomes effective, Stifel will cease to be nominated adviser of the Company, and the Company will no longer be required to comply with the AIM Rules. Furthermore, if Resolution 2 is passed, the Company will be registered as a private Company and the New Articles will come into effect after the Cancellation.

The principal effects of the Cancellation will be that:

·    there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares, no recognised market or trading facility is intended to be put in place to facilitate the trading of Ordinary Shares post Cancellation (save for the Matched Bargain Facility described in paragraph 5 below, which will provide a limited mechanism to facilitate the trading of Ordinary Shares off-market), no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the Articles;

·    while the Ordinary Shares will remain freely transferable, it is likely that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the value of such shares may be adversely affected as a consequence;

·    in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

·    the Company will no longer be subject to the UK MAR regulating inside information and other matters;

·    the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, the Company will not be bound to:

(i).  make any public announcements of material developments, or to announce interim or final results;

(ii). comply with any of the corporate governance practices applicable to AIM companies;

(iii).        announce substantial transactions and related party transactions;

(iv).        maintain information on the Company's website under AIM Rule 26; or

(v). comply with the requirement to seek Shareholder approval for reverse takeovers and fundamental changes in the Company's business;

·    the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

·    Stifel will cease to be the Company's nominated adviser and the Company will cease to have a broker;

·    the Company intends to adopt the New Articles to reflect the change in the Company's status to a private limited company and may also consider making further amendments to the New Articles in due course. Any future articles of association adopted by the Company or the New Articles may not offer the same level of protection for minority shareholders as the current Articles;

·    whilst the Company's CREST facility will remain in place immediately following the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates); and

·    the Cancellation and Re-registration may have tax consequences for Shareholders. The Company is not able to provide Shareholders with any form of tax advice, and Shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the Cancellation becoming effective. The following summary does not constitute legal or tax advice and is not exhaustive. The Company's understanding of the current position for individuals who are UK resident under UK tax law is as follows but it should be noted that the position on certain points is not free from uncertainty and the Company has not taken steps to confirm the current position with HM Revenue & Customs. Therefore, any statements relating to tax in the Circular should not be relied upon by Shareholders, and the Company accepts no liability whatsoever in respect of any tax information provided. Following the Cancellation: (i) stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; (ii) the Company expects that relief received on past VCT or EIS investments in the Company should be unaffected by the Cancellation and (iii) the Company expects that the Ordinary Shares should continue to qualify as unlisted/unquoted securities for the purpose of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules).  

The Company currently intends that it will continue to provide certain facilities, services and protections to Shareholders that they currently enjoy as shareholders of an AIM company following the proposed Cancellation. It is intended that the Company will continue to:

·    communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act 2006;

·    for at least 12 months following the Cancellation, maintain its website, and post updates on the website at www.polarean.com from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26, UK MAR or to update the website as required by the AIM Rules; and

·    make available to Shareholders, by way of a Matched Bargain Facility, the means to buy and sell Ordinary Shares on a matched bargain basis following the Cancellation, as further set out in paragraph 5 below; however there is no guarantee that this facility will provide liquidity in the future. JP Jenkins, the intended provider of the Matched Bargain Facility, is authorised and regulated by the Financial Conduct Authority.   

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them and their Ordinary Shares.

Certain Shareholders may be unwilling or unable to hold Ordinary Shares following the Cancellation and may wish to consider selling their Ordinary Shares in the market prior to the Cancellation becoming effective on 23 December 2025. The Board is however making no recommendation as to whether or not Shareholders should buy, continue to hold or sell Ordinary Shares.

4.            PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE RE-REGISTRATION AND THE ADOPTION OF THE NEW ARTICLES

Under the Companies Act 2006, it is a requirement that re-registration and adoption of new articles of association must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting. Accordingly, the Notice of General Meeting set out on page 18 of the Circular contains special resolutions to approve the Re-registration and adoption of the New Articles.

Following the proposed Cancellation, it is proposed to re-register the Company as a private limited company.

It is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised on page 14 of the Circular. A copy of the New Articles and a copy marked to show the changes from the Articles can be found on the Company's website at www.polarean.com and are available for inspection at the registered office of the Company.  

Subject to and conditional upon the Cancellation and the passing of the Re-registration Resolution, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company.

If the Cancellation Resolution and the Re-registration Resolution are passed at the General Meeting and the Registrar of Companies issues a certificate of incorporation on Re-registration, it is anticipated that the Re-registration will become effective by 12 January 2026.

5.            TRANSACTIONS IN THE ORDINARY SHARES POST CANCELLATION

The proposed Cancellation, should it be approved by Shareholders at the General Meeting, would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares.

The Company has made arrangements for the Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares from the date of Cancellation, if the Cancellation Resolution is passed. The Matched Bargain Facility will be provided by J P Jenkins, which is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the UK Financial Conduct Authority. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with J P Jenkins, through their stockbroker, of the number of Ordinary Shares that they are prepared to buy or sell and the price at which they are prepared to do so. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Should the Cancellation become effective, the Matched Bargain Facility will commence, and details will be made available to Shareholders on the Company's website. It should be noted, however, that there is no guarantee as to the liquidity such a facility would afford the Ordinary Shares post Cancellation. Therefore, Shareholders should carefully consider, inter alia, the effects of the proposed Cancellation set out above and seek their own independent advice when assessing the likely impact of the Cancellation.

The Matched Bargain Facility is intended to operate for a minimum of twelve months after Cancellation. The current intention is that it will continue beyond that time, but Shareholders should note it could be withdrawn at short notice and therefore inhibit Shareholders' ability to trade the Ordinary Shares. If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in Ordinary Shares on AIM will be 22 December 2025 and that the effective date of the Cancellation will be 23 December 2025 at 7.00 a.m.  

6.            TAKEOVER CODE

The Takeover Code applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man. The Takeover Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK MTF.

The Takeover Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Takeover Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Takeover Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

(a)      any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of the company; or

(b)      any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Panel, and of the protections afforded by the Takeover Code, are set out on page 16 of the Circular.

Before voting on the Cancellation, you may want to take independent professional advice from an appropriate independent financial adviser.

7.            GENERAL MEETING AND ACTION TO BE TAKEN

The Proposals are subject to the passing of Resolutions 1 and 2 to be proposed at the General Meeting. Page 18 of the Circular contains a Notice of the General Meeting of the Company to be held at 2:00 p.m. GMT (9:00 a.m. EST) on 15 December 2025 when the following special resolutions will be proposed:

1.        the cancellation of the admission to trading on AIM (the market of that name operated by London Stock Exchange plc) of the ordinary shares of £0.00037 each of the Company be approved.

2.        conditional on resolution 1 being passed and the Cancellation becoming effective:

(a)  the re-registration of the Company as a private limited company; and

(b)  with effect from Re-registration, the adoption of the New Articles in substitution for and to the exclusion of the existing Articles.  

Each resolution requires the approval of not less than 75 per cent. of the votes cast by Shareholders in person or by proxy at the General Meeting. The resolutions are inter-conditional such that Resolution 2 (re-registration of the Company as a private company and adoption of New Articles) will not take place unless Resolution 1 is passed.

The Board proposes that voting at the meeting on the Resolutions will be conducted by means of a poll on all resolutions, with each Shareholder having one vote for each share held, thereby allowing all those proxy votes submitted and received prior to the meeting to be counted.

The Company understands and recognises the importance of the General Meeting, and the Board greatly values the opportunity to meet shareholders in person. However, the Company understands that this may not be possible or desirable for all whom wish to attend, therefore, the Company will offer shareholders the option to participate in the General Meeting remotely via a Zoom conference call. If you wish to use this facility, please contact the Company Secretary by emailing [email protected] who will provide further information. However, shareholders will not be able to vote at the meeting when joining via the Zoom conference call. Shareholders are therefore asked, whether or not they propose to attend the General Meeting, to exercise their votes and appoint the Chairman of the General Meeting as their proxy by completing the form of proxy sent to them with the Circular and return it to the Company's registrars, Share Registrars Limited, at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX as soon as possible. They must receive it by 2.00 p.m. GMT (9.00 a.m. EST) on 11 December 2025 or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (excluding any part of a day that is not a business day).  

You can register your vote(s) for the General Meeting (i) by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions (you can locate your user name and access code on the top of the proxy form); (ii) by post or by hand to Share Registrars Limited, at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice; or (iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes accompanying the Notice of General Meeting at the end of the Circular.

The Board encourages you to submit any question that you would like to be answered at the meeting by sending it, together with your name as shown on the Company's register of members and the number of shares held, to the following email address: [email protected] so that it is received by no later than 2.00 p.m. GMT (9.00 a.m. EST) on 11 December 2025. Please insert "General Meeting - Shareholder Questions" in the subject header box of your email. The Company will endeavour to respond to all questions received from Shareholders at the General Meeting or within seven days following the General Meeting.

8.            RECOMMENDATION

For the reasons described above, the Directors consider that the Proposals are in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that the Shareholders vote in favour of the Resolutions at the General Meeting as each of the Directors intends to vote, or procure the vote, in respect of, in aggregate, 23,689,922 Ordinary Shares to which they or their connected persons are beneficially entitled, representing approximately 2 per cent. of the Company's Issued Share Capital.

In addition, Bracco Imaging S.p.A., NUKEM Isotopes GmbH and Bastiaan Driehuys who hold 173,763,873, 229,237,193 and 13,989,708 Ordinary Shares, representing approximately 14.40 per cent., 18.99 per cent. and 1.2 per cent. of the Company's Issued Share Capital also intend to vote in favour of the Resolutions relating to the Proposals.