IXICO : AGM 2023 – Notice

December 2022

LETTER FROM THE CHIEF EXECUTIVE OFFICER

Dear Shareholder

We are writing to you to provide IXICO plc's 2022 Annual Report and Accounts and notice of our Annual General Meeting ('AGM') at CCT Venues Smithfield, Two East Poultry Avenue, Smithfield, London EC1A 9PT on 27 January 2023.

Building on the successes of previous years, 2022 has been a year of significant achievements, enhancing the capabilities and global reach of IXICO as a specialist Neuroimaging CRO. Advances developed in our data analytics offering during 2022 have further strengthened our position to deliver on this purpose, underlined by over £12 million of new contracts signed during the year with new and existing clients.

Building on the resilience demonstrated by the Group in recent years, our strong balance sheet supports the execution of our growth plan to commercialise and deploy a "broad and deep" portfolio of specialist neuroimaging services. Specifically, IXICO has established an enviable, premium position with the biopharmaceutical industry in the use of neuroimaging biomarkers as objective measures to improve patient selection, monitor patient safety and determine efficacy of new potential investigative treatments.

Our purpose is to enable the advance of medicine and human health in an increasingly broad range of neurodegenerative diseases. We are achieving our purpose by building our specialist position in neurodegenerative conditions, which continues to be a focus of significant R&D investment by the global biopharmaceutical industry. The combination of an ageing population, increasing social and economic costs of neurodegenerative diseases to the global healthcare system and the lack of disease modifying treatments, mean that governments and regulatory authorities increasingly recognise, and are acting upon, the urgent need to support new treatments in this area.

Our goal over the next five-year period is to establish IXICO as a global neuroimaging specialist CRO of scale. This will be achieved by executing on our strategy to continue to build a leadership position in rare diseases, such as Huntington's disease, whilst capitalising on the growing demand for neuroimaging services in Alzheimer's Disease, Parkinson's Disease and Multiple Sclerosis. Having established agreements for neuroimaging services with an increasing portfolio of leading biopharma clients, these act as a "springboard for growth" by enhancing access to new prospective clinical trials being initiated in these large adjacent therapeutic areas.

I look forward to 2023 being another year in which IXICO further develops its position as a trusted technology partner to the global biopharmaceutical industry.

Yours sincerely

Giulio Cerroni

Chief Executive Officer

	IXICO plc
	4th Floor, Griffin Court
	15 Long Lane, London EC1A 9PN
	T: [phone]
Incorporated and registered in England and Wales under company number 03131723	www.ixico.com

Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from

your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in IXICO plc (the "Company"), please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting of the Company to be held at CCT Venues Smithfield, Two East Poultry Avenue,

Smithfield, London EC1A 9PT on 27 January 2023 at 10.30 a.m. is set out on pages 3 to 4 of this document.

IXICO plc

(incorporated and registered in England and Wales under company number 03131723)

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IXICO plc

IXICO plc

(incorporated and registered in England and Wales under company number 03131723)

Registered office:

4th Floor, Griffin Court

15 Long Lane, London EC1A 9PN

December 2022

LETTER FROM THE CHAIR

Dear Shareholder

I am pleased to be writing to you with details of our Annual General Meeting ('AGM').

Annual General Meeting

We will be holding our AGM at CCT Venues Smithfield, Two East Poultry Avenue, Smithfield, London EC1A 9PT on 27 January 2023 at 10.30 a.m. The formal notice of AGM is set out on pages 4 and 5 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please complete the proxy form sent to you with this notice and return it to our registrars as soon as possible. They must receive it by 10.30 a.m. on 25 January 2023.

Explanatory notes on all the business to be considered at this year's AGM appear on page 8 of this document.

The first part of the AGM (resolutions 1 to 3 inclusive) will address the ordinary business of the AGM.

The second part of the AGM (resolutions 4 and 5) will seek the necessary shareholder approvals for:

• Authority for the Directors to exercise any power of the Company to allot securities; and
• Disapplication of pre-emption rights.

Recommendation

The Directors of the Company consider that all the proposals detailed in the Notice of Annual General Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors intend to vote in favour of all resolutions in respect of their own beneficial holdings of ordinary shares in the Company and unanimously recommend other shareholders to do likewise.

Yours sincerely

Charles Spicer

Chair

Annual General Meeting 2023

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the 'AGM") of the Company will be held at CCT Venues Smithfield, Two East Poultry Avenue, Smithfield, London EC1A 9PT on 27 January 2023 at 10.30 a.m.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 4 (inclusive) will be proposed as ordinary resolutions and resolution 5 will be proposed as a special resolution.

Ordinary Business

1. THAT the financial statements for the year ended 30 September 2022, together with the reports of the Directors and auditors thereon, be received and adopted.
2. THAT:
3. 1. Giulio Cerroni be re-elected as a Director of the Company.
   2. Kate Rogers be elected as a Director of the Company.
4. THAT Grant Thornton LLP be re-appointed as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the Directors be authorised to agree their remuneration.

Special Business

4. THAT in substitution for any authority that may have been granted by an ordinary resolution passed at the AGM held by the Company on

20 January 2022 the Directors be and are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the 'Act") to exercise any power of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company up to an aggregate nominal amount of £160,504.57 and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or other matter.

This authority shall expire at the conclusion of the next AGM or, if earlier, the close of business 26 January 2024 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.

Special Resolutions

5. THAT conditional upon resolution 4 being passed, the Directors be given power pursuant to Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash:

1. under the authority granted by such resolution; or
2. where the allotment is treated as an allotment by virtue of Section 560(3) of the Act, in each case as if Section 561(1) of the Act did not apply to any such allotment, such power to be limited to:
3. 1. the allotment of equity securities in connection with an offer of equity securities to:
   2. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing shareholdings; and
      2. the holders of other equity securities as required by the rights of those securities, or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or other matter;

1. the grant of options to subscribe for shares in the Company, and the allotment of such shares pursuant to the exercise of options granted, under the terms of any share option scheme adopted or operated by the Company; and
2. in the case of the authority granted under resolution 4 and/or in the case of a transfer of treasury shares which is treated as an allotment by virtue of Section 560(3) of the Act, to the allotment of equity securities (otherwise than under paragraphs (i) and (ii) above) up to a nominal amount of £48,151.37.

These authorities shall expire at the conclusion of the next AGM or, if earlier, the close of business on 26 January 2024 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.

By order of the Board

Grant Nash

IXICO plc

Company Secretary	4th Floor, Griffin Court,
December 2022	15 Long Lane,
London EC1A 9PN

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IXICO plc

Notes to the Notice of Annual General Meeting

1. A member who is entitled to attend and vote at the AGM is entitled to appoint another person, or two or more persons in respect of different shares held by him or her, to attend the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member, as his or her proxy to exercise all or any of his rights to attend and to speak and vote at the AGM. A proxy need not be a member of the Company.
2. To be valid any proxy form must be delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 10.30 a.m. on 25 January 2023 or, in the case of an adjournment, by 48 hours (excluding non-working days) before the time appointed for the adjourned AGM, together with, if appropriate the power of attorney or other authority (if any) under which it is signed or a duly certified copy of the power or authority. Completing and returning a proxy form will not prevent a member from attending in person and voting at the AGM should he or she so wish.
3. Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through Equiniti's website at www.sharevote.co.ukwhere full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required in order to use this electronic proxy appointment system. Alternatively ordinary shareholders who have already registered with Equiniti's online portfolio service, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.ukusing your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on screen instructions. For an electronic proxy appointment to be valid, your appointment must be received by Equiniti Limited no later than 10.30 a.m. on 25 January 2023.
4. Any person to whom this notice is sent who is a person nominated by a member of the Company to enjoy information rights under Section 146 of the Companies Act 2006 (a "nominated person") may have a right under an agreement between him or her and such member to be appointed, or to have someone else appointed, as a proxy for the AGM. If he or she has no such right or does not wish to exercise it, he or she may have a right under such an agreement to give instructions to the member concerned as to the exercise of voting rights. The statement in notes 1, 2 and 3 above of the rights of a member in relation to the appointment of proxies does not apply to a nominated person. Such rights can only be exercised by the member concerned.
5. Pursuant to Regulation 41 of the Uncertain Securities Regulations 2001, the Company specifies that in order to have the right to attend and vote at the AGM (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the Company no later than 6.30 p.m. (two business days) before the AGM or, in the case of an adjournment, by 6.30 p.m. (two business days) prior to the adjourned AGM. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the AGM.
6. As at 9 December (the latest practicable date prior to the printing of this document) (i) the Company's issued share capital consists of 48,151,373 ordinary shares all carrying one vote each, and (ii) the total voting rights in the Company are 48,151,373.
7. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to the audit of the Company's accounts including the auditors' report and the conduct of the audit) that are to be laid before the AGM in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 if the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
8. At the AGM the Company must cause to be answered any questions that a member attending the AGM asks relating to the business being dealt with at the AGM in accordance with Section 319A of the Companies Act 2006. However, no such answer need be given where:
   (i) answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question is answered. Information relating to the AGM which the Company is required by the Companies Act 2006 to publish on its website in advance of the AGM may be viewed at www.ixico.com. A member may not use an electronic address provided by the Company in this document or with any proxy appointment form or in any website for communicating with the Company for any purpose in relation to the AGM other than as expressly stated in it.
9. In accordance with Section 311A of the Companies Act 2006, the contents of this notice of AGM, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Company's website www.ixico.com. Members' matters of business received by the Company after the date of this notice will be available on the Company's website www.ixico.com.

Annual General Meeting 2023

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