8 April 2026

Physiomics plc

("Physiomics" or the "Company")

Statement regarding Requestioned General Meeting and

Notice of Investor Presentation

Further to the Company's announcement of 2 April 2026, which contained the Resolutions to be voted on at the requestioned general meeting of the Company (the "Requisitioned General Meeting") to be held at 10.00 a.m. on Wednesday 29 April 2026 at Copthorne Hotel Slough-Windsor, Cippenham Lane, Slough, Berkshire, SL1 2YE, Physiomics provides the following statement from Dr Jim Millen, Chairman of the Company, and republishes the section from the Circular to shareholders that provides the rationale why the Board believes shareholders should vote against the Resolutions.

Dr Jim Millen, Chairman of Physiomics, said:

"The Board is fully aware of its responsibilities and has consistently sought to act in the best interests of the Company and of our shareholders as a whole, including in relation to funding, commercial development, scientific positioning and long-term strategic execution.

"The Board rejects the suggestion that the Company has failed to create value. In addition to delivering specialist services to clients, the Company has built valuable intellectual property (IP) (Virtual Tumour and our personalised dosing tool which is in development), proprietary know-how, modelling capability, scientific credibility and customer relationships that represent important strategic assets of the business.

"The Board believes that the successful monetisation of those assets requires more than general financial oversight. It requires a detailed understanding of the Company's scientific offering, its service lines, the needs of its clients, the dynamics of its target markets and the practical routes by which IP and know-how can be converted into sustainable commercial returns. The Board therefore does not accept the proposition that the introduction of directors without sufficient familiarity with these matters would automatically enhance shareholder value.

"The Board is however always open to introductions of potential directors and team members, from wherever they are made, especially if they have experience in the field of drug development, mathematical modelling or biostatistics. This specialised skill set is absent from the proposed individuals making the requisition.

"The Board also recognises the concerns expressed by certain of our shareholders regarding historical dilution. The Board has always regarded dilution as an important issue when considering any financing, seeking to balance the Company's capital requirements and operational needs and the objective of protecting shareholder value. Any capital raising decisions are taken only after assessment of the options available to the Company at the time, including commercial realities facing the business.  

"The Board believes there is a genuine risk that disruption to the current stewardship of the business, without appropriate continuity of relevant Company and sector knowledge, could impair the Company's ability to commercialise the value it has created. In the Board's view, the preservation and effective commercialisation of the business require informed leadership grounded in an understanding of both the Company's capabilities and its market environment. Hence, for these reasons and for the reasons below, we ask our valued shareholders to vote against the Resolutions."

Investor Presentation

Dr Jim Millen and Dr Peter Sargent will provide an Investor Update via Investor Meet Company on 9 April 2026 at 15:00 BST.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9 Apr 2026, 09:00 BST, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet PHYSIOMICS PLC via:

https://www.investormeetcompany.com/physiomics-plc/register-investor

Investors who already follow PHYSIOMICS PLC on the Investor Meet Company platform will automatically be invited.

Unless otherwise indicated, all the defined terms in this announcement shall have the same meaning as described in the Circular and set out below.

Enquiries:

Physiomics plc

Dr Peter Sargent, CEO

+44 (0)1235 841575

Hybridan LLP (Broker)

Claire Louise Noyce

+44 (0) 203 764 2341

Strand Hanson Limited (NOMAD)

James Dance & James Bellman

+44 (0)20 7409 3494

Information on the Requisition and Amended Requisition and reasons the Board recommends to VOTE AGAINST the Resolutions

The Board recognises the right of all shareholders, including Mr Whitlow, to express views on the governance and strategy of the Company. The issue for shareholders, however, is not whether change can ever be justified, but whether the specific resolutions now proposed would improve the Company's prospects and governance. On the information available to the Board, it believes that the Resolutions do not meet that test.

The Requisition was premature and potentially disruptive

In the days leading up to the Requisition, the Board had engaged with Mr Whitlow in an attempt to identify constructive governance changes that might address a number of his stated concerns without destabilising the Company. Instead of allowing those discussions to develop, Mr Whitlow chose to trigger a formal requisition process that has created uncertainty for staff, customers, and prospective senior hires at a sensitive time for the business.

The Board does not criticise the exercise of shareholder rights. The Board does, however, believe that the timing and manner of the Requisition were premature and have risked disruption to the Company before a credible alternative plan, management structure or transition framework can be presented to shareholders.

Subsequent negotiations led the Board to conclude that all shareholders should be given the opportunity to vote on the Resolutions

Following receipt of the Requisition, the Board entered into further negotiations with the individuals named in the Amended Requisition in an effort to reach a reasonable compromise. The Board offered substantial representation in the form of two non-executive directors to replace two of the existing non-executive directors as well as a right for Mr Whitlow to recommend a further director. 

There were, however, a number of items on which the parties could not agree and, in particular, the remuneration packages proposed for the two incoming directors (comprising cash, shares, and options) were substantially higher than current remuneration for non-executives of the Company.  The Board felt it could not, abiding with its fiduciary duties, grant these unusually high renumeration packages without approval by shareholders. A lesser offer was proposed but this, and a number of other items remained disputed, and negotiations were discontinued on 28 March 2026.

The changing composition of the proposed directors suggests inadequate preparation

The subsequent removal of Martin Gouldstone from the Amended Requisition resolutions materially weakens the credibility of the original proposal. Publicly available information indicated that Mr Gouldstone was the only proposed director with clearly identifiable recent life sciences listed company experience, including roles at ValiRx plc, Open Orphan, and Oncimmune Holdings plc.

His withdrawal therefore does more than reduce the number of proposed appointees; it underscores the impression that the Requisition was assembled in haste and without sufficient diligence as to availability and commitment. The Board considers that this is not consistent with the degree of preparation shareholders should expect from a group seeking immediate control of an AIM-quoted life sciences services business.

The proposed individuals do not, in the Board's view, present a suitable replacement board for Physiomics

The Board is not suggesting that any of the proposed directors are legally barred from acting as a director. The Board's concern is therefore one of suitability, judgment, relevant experience and governance, not legal eligibility.

As matters stand, the remaining proposed individuals do not appear to offer a balanced combination of sector expertise, operational knowledge, public company governance, independence, and continuity appropriate for Physiomics. The Company is a specialist life sciences services business operating in a technically demanding market, and the Board does not believe that this can be treated responsibly as a generic quoted-company turnaround exercise.

Concerns regarding Michael Whitlow

Mr Whitlow is best known publicly as an activist investor with extensive social media engagement and as a director and former Managing Director of ECR Minerals plc.  

The Board's concern is that while Mr Whitlow plainly has some capital markets experience as an activist shareholder, the Board has not identified from the public materials reviewed any meaningful operating track record in life sciences services, drug development services, scientific consulting or the management of a business like Physiomics. The Board is therefore not persuaded that activism in quoted companies with small market capitalisations, without a developed sector-specific operating plan, is an adequate basis on which to hand immediate control of the Company to Mr Whitlow.

Concerns regarding Nick Tulloch

Mr Tulloch worked with Mr Whitlow at ECR Minerals plc, where public company materials presented them as Chairman and Managing Director respectively. Mr Tulloch has also been publicly associated with Mendell Helium plc, formerly Voyager Life plc a cannabis (CBD) company, in connection with that company's change of direction and subsequent transactions.

The Board has not identified from the public information reviewed any material operating background for Mr Tulloch in life sciences services. His recent listed-company profile appears instead to be centred on cannabis (CBD) and natural resources-related businesses rather than specialist scientific services.

Concerns regarding Ian Bagnall

Mr Bagnall, whilst having accounting background, has no listed companies board experience nor as a senior executive in life sciences or scientific services businesses. He is recognised as an investor in resource companies such as Fulcrum Metals plc. The Board has also noted reporting that Mr Whitlow and Mr Bagnall were acquiring shares in Physiomics as part of the campaign to replace the existing board, which reinforces the impression that Mr Bagnall is aligned with Mr Whitlow's activist position rather than being an obviously independent appointee.

The Board has not identified, from the public information reviewed, a visible listed-company remuneration or operating track record for Mr Bagnall that would ordinarily reassure shareholders as to his readiness to oversee an AIM life sciences services company. In those circumstances, the Board does not consider that shareholders have been given enough evidence to conclude that Mr Bagnall is a suitable replacement director for Physiomics.

In contrast, the current Board has substantial experience and understanding of the Company and life sciences for whom brief biographies are shown below. This would not be replicated if the Resolutions were to be passed.

Dr Jim Millen

Dr Jim Millen joined Physiomics in April 2016, bringing over 15 years' experience in pharmaceuticals and biotechnology gained at a number of blue-chip global companies as well as smaller UK-based organisations. At Allergan, Dr Millen was responsible for corporate development in its Europe, Africa and Middle East region where he was pivotal in expanding the Company's geographical footprint before moving to a senior role responsible for commercial strategy and market access. Prior to that, at GSK, Dr Millen held business development roles of increasing responsibility including within the Company's innovative Centre of Excellence for External Drug Discovery. Dr Millen has also supported a number of smaller companies in fund raising and strategic partnering activities. Over the course of his career he has completed an array of deals worth many hundreds of millions of dollars, spanning licencing, acquisition, divestment, development and commercialisation. Dr Millen studied medicine at Queens' College, Cambridge University and qualified as a doctor from the London Medical School. He holds an MBA from INSEAD.  Dr Millen's ability to develop and grow businesses and drive towards ambitious goals is of great value in his role as Non-Executive Chairman.

Dr Peter Sargent

Dr Peter Sargent joined Physiomics in September 2023, initially joining the Board as Chief Operating Officer before transitioning to Chief Executive Officer in January 2024. He brings over 20 years of experience in life sciences, leading R&D and commercial teams across drug and diagnostic development businesses. Prior to joining Physiomics, Dr Sargent held a senior management role at global consultancy business Syneos Health Inc (NASDAQ: SYNH), leading large teams of professionals and servicing a variety of clients in the biopharmaceuticals space.  Among his earlier roles, Dr Sargent has also been Head of Business Development for the UK's National Institute for Health and Care Research (NIHR), leading a team supporting global life science businesses access to funding and research infrastructure in the UK. He holds a PhD in Biochemistry from King's College London.

Dr Tim Corn

Dr Tim Corn qualified in medicine at King's College Hospital and, after becoming honorary Consultant and Senior Lecturer, joined the pharmaceutical industry in 1983. He has held senior positions in both big and small pharma as well as at the MHRA and became CMO of several small but highly successful venture-backed companies, such as EUSA Pharma and Zeneus Pharma.  Dr Corn has played a key role in more than twenty regulatory approvals in the USA and Europe, is the author of more than forty scientific publications, and was elected Fellow of both the Faculty of Pharmaceutical Medicine and the Royal College of Psychiatrists.

Mr Shalabh Kumar

Mr Shalabh Kumar is a proven business executive with over 30 years of experience, mainly within the life sciences consulting and services industry. Mr Kumar co-founded, and subsequently was the Chief Executive Officer of Kinapse, a life sciences consulting and outsourcing service provider. The company was later acquired by Syneos Health® (Nasdaq: SYNH) after growing to employ over 600 people across UK, India and US. Prior to that he has worked in Accenture as a strategy consultant, Gillette (now Procter & Gamble) and Unilever in marketing management. More recently, Mr Kumar has been working as an independent strategy consultant and angel investor in the life sciences industry, working with biopharmaceutical companies, life sciences services and technology companies and private equity firms. Recent roles include Chairman of the Board of Clustermarket Ltd (now Calira Ltd), a lab software start-up; independent strategy consultant to the life sciences R&D group of Accenture plc (NYSE: ACN); and Global Head of Services at Navitas Life Sciences, a technology-backed life sciences contract research organisation. Mr Kumar is also Chairman of Pharmalancers Ltd, a UK-based life sciences services tech start-up. Mr Kumar's experience in leading and scaling up life sciences consulting and services businesses is of great importance in his role as Non-Executive Director at Physiomics. He has in his NED role helped develop Physiomics' strategy for services diversification, with the introduction of biostats services, and embedding business development processes.

The proposed new board lacks a coherent plan for Physiomics and has not demonstrated sufficient knowledge of the business

Most importantly, the Board has not been presented with a detailed and credible operating plan for Physiomics under the proposed new board. Shareholders have not been shown a clear framework dealing with customer retention, scientific staff retention, recruitment of a suitably qualified CEO, business development priorities, cash preservation, capital allocation, governance arrangements, or the management of the Company's relationships with advisers and the market.

This omission is especially serious because, once Mr Gouldstone was withdrawn as a proposed director, the remaining proposed directors were left with no clearly demonstrated recent plc operating experience in life sciences services from the public materials reviewed by the Board. Mr Whitlow and Mr Tulloch are most visibly associated with ECR Minerals plc and other non-life-sciences quoted companies, while Mr Bagnall's visible background is outside the sector. The Board therefore sees no proper basis on which shareholders could conclude that the proposed board understands the Company's business sufficiently well to run it effectively from day one.

The Board is also concerned that the requisitioners have not explained how they would manage continuity during transition. With existing executive change already under way, a complete replacement of the Board without a settled leadership plan, sector-specific operating plan, or clearly identified management bench would introduce risk at exactly the point where customers, staff and counterparties need stability.

The Board believes that the proposed changes may put at risk the recent positive momentum in the business. As outlined in the Company's recent interim results, total income for the first half of the year was 51% higher than the six-month period ending 31 December 2024.  The Company has sustained its growth trajectory, building on record contract wins during the financial year ending June 2024 and the 46% year-on-year increase in total income for the year ending June 2025. As a result, the first half of this current financial year has seen the Company reach its highest half-year total income since incorporation, including two months during the period with the highest revenue recognised on record. 

The Company's ongoing expansion of service offerings into discovery, later clinical phases, and new therapeutic areas has been a significant contributor to its growth. Additionally, an important development this half-year has been the launch of the Biometrics service line, which included recruiting the new Head of Biometrics, Mr Jesse Thissen, and winning the Company's first four Biometrics contracts. Based on signed contracts and a strong pipeline, the Board expects that total income for the current financial year ending June 2026 will be in line with market expectations for a 27% increase from the financial year ending June 2025, with additional contracted revenue projected into next year (financial year ending June 2027).

The proposed board does not appear sufficiently independent

In the Board's view, the proposed reconstituted board would not have the degree of independence shareholders should expect. All of the proposed directors were nominated through the initiative of the same shareholder, Mr Whitlow. In addition, Mr Whitlow and Mr Tulloch have already worked together at ECR Minerals plc, and reporting has linked Mr Whitlow and Mr Bagnall together in the current Physiomics campaign.

This matters because independence is not a technicality; it is central to board oversight, remuneration discipline, capital allocation, and protection of minority shareholders. A board assembled principally from long-standing associates of the requisitioning shareholder is, in the Board's view, materially less likely to provide the balanced challenge and objective scrutiny required in a public company.

The wider publicly listed track record associated with the proposed directors does not justify immediate control of Physiomics

The Board also considers it relevant that the quoted companies most closely associated with members of the proposed reconstituted board do not collectively show a clearly superior record of shareholder value creation or financing discipline. Based on publicly available information as at the date of this document, since Mr Tulloch and Mr Whitlow joined ECR Minerals in September 2023 its share price has remained flat and it has executed several dilutive fundraises. The share price of Mendell Helium, founded by Nick Tulloch, has declined by over 85% since 2021.

Continuity, governance and shareholder protection

The adoption of the resolutions would result in the effective wholesale replacement of the current Board at a time when continuity is particularly important. An orderly enhancement of the Board is fundamentally different from the immediate transfer of control to a group whose sector knowledge, independence and preparedness remain unproven. It should be noted that Dr Sargent has expressed his willingness to extend his tenure by up to 2 months on condition that the Resolutions are not passed.

Therefore, the Board is of the opinion that the Resolutions would be damaging to the interests of Shareholders and recommend that you VOTE AGAINST the Resolutions.