Science Group PlcLSE: SAG

AGM Notice 2026

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice immediately from your stockbroker, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser.

If you sell or have sold or otherwise transferred all of your holding in Science Group, please forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such document should not be forwarded, or transmitted, into or from, any jurisdiction where to do so might constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold part only of your holding in Science Group, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.



(Incorporated in England and Wales with registered number 06536543)

NOTICE OF ANNUAL GENERAL MEETING

This document should be read as a whole. Your attention is drawn to the letter to shareholders from the Executive Chair of Science Group which is set out in this document. The letter contains a recommendation that you vote in favour of the Resolutions at the Annual General Meeting.

Science Group is an international science & technology consultancy and systems organisation. The Group's consultancy businesses provide technical and scientific advisory, product development and regulatory services to the industrial, defence & aerospace, medical and consumer sectors. Its systems businesses hold leading market positions in related technology sectors. The results for the year ended 31 December 2025 were released on 17 March 2026.

Notice of the Annual General Meeting of Science Group to be held at 17 Waterloo Place, London, SW1Y 4AR at 09:00 on 20 May 2026 is set out at the end of this document.

The Company encourages shareholders to submit their vote in advance by appointing the Chair of the AGM as proxy with voting instructions. The options for voting are set out in the notes to this document. In order to be valid, all proxy appointments must be received by Equiniti Limited no later than 09:00 on 18 May 2026.

Letter from the Executive Chair of Science Group plc

Directors:

Registered Office:

Martyn Ratcliffe

Executive Chair

Harston Mill

Daniel Edwards

Group Managing Director

Royston Road

Jon Brett

Group Finance Director

Harston

Peter Bertram

Senior Independent Director

Cambridge

Susan Clement Davies

Non-Executive Director

CB22 7GG

21 April 2026 Dear Shareholder

Annual General Meeting

This document sets out details of the Company's Annual General Meeting (AGM) which is to be held at 17 Waterloo Place, London, SW1Y 4AR at 09:00 on 20 May 2026. The formal Notice of Annual General Meeting is set out after this letter and summary details of the Resolutions to be proposed at the AGM are included below.

The audited Annual Report and Financial Statements for the year ended 31 December 2025 are available on the Company's website https://www.sciencegroup.com and provide consolidated financial information for the Company together with the Statement of the Executive Chair and other reports describing recent progress made by the Company.

The Board recommends that shareholders submit their vote in advance and appoint the Chair of the AGM as their proxy. Please register your proxy appointment electronically via https://www.shareview.co.uk or, if you are a CREST member, through the CREST proxy appointment service. If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform. Alternatively any shareholder may complete and return a hard copy Form of Proxy. Instructions for all options are included in the notes to this document.

The deadline for receipt by our Registrar of all proxy appointments is 09:00 on 18 May 2026. The appointment of a proxy does not prevent you from attending the AGM and voting in person.

All voting at the AGM will be on a poll in accordance with recommended best practice. The results of voting on all the Resolutions will be announced via the Regulatory News Service and published on the Company's website as soon as practicable after the end of the AGM.

Resolutions to be proposed at the AGM

Resolutions to be proposed at the AGM are as follows:

Resolution 1 (Ordinary Resolution) - Adoption of the Annual Report and Financial Statements for the year ended 31 December 2025

UK company law requires the Directors to present their Annual Report and Financial Statements for each year for formal adoption by shareholders. The Annual Report and Financial Statements of the Company for the year ended 31 December 2025 are available to shareholders on the Company's website https://www.sciencegroup.com.

Resolution 2 (Ordinary Resolution) - The reappointment of Grant Thornton UK LLP as auditor to the Company

The Company is required to appoint auditors at each AGM at which the accounts are laid before the Company, to hold office until the conclusion of the next such meeting. Grant Thornton UK LLP has been appointed by the Board as external auditors of the Company annually since 2020.

The Audit Committee has reviewed the independence, effectiveness and objectivity of Grant Thornton UK LLP, on behalf of the Board, who now propose their reappointment as auditors of the Company.

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Resolution 3 (Ordinary Resolution) - Authority for the Directors to set the auditors' remuneration

This Resolution authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.

Resolutions 4 and 5 (Ordinary Resolutions) - Re-election of Directors

The articles of association of the Company require that every Director that has been appointed by the Board since the last AGM or who was not appointed or reappointed at one of the two preceding AGMs must retire from office at the AGM and may offer themselves for re-election.

Therefore Martyn Ratcliffe and Susan Clement Davies are retiring and standing for re-election at the AGM. Martyn Ratcliffe is the Executive Chair and Susan Clement Davies is a Non-Executive Director of the Company. The Board has reviewed the performance of Mr Ratcliffe and Ms Clement Davies and considers that they continue to make effective and valuable contributions to the Board and demonstrate commitment to the role.

Brief biographies of the Directors are available on the Company's website https://www.sciencegroup.com and described in the Annual Report and Financial Statements for the year ended 31 December 2025.

Resolution 6 (Ordinary Resolution) - Declaration of a dividend

A final dividend can only be paid after the shareholders at a general meeting have approved it. A final dividend of 10.0 pence per ordinary share is recommended by the Directors for payment to shareholders who are on the register at the close of business on 22 May 2026.

Resolution 7 (Ordinary Resolution) - Authority to allot shares

Resolution 7 gives the Directors authority to allot ordinary shares up to an aggregate nominal amount of £137,380.34 being an amount equal to approximately one third of the Company's issued share capital (excluding treasury shares) as at 17 April 2026 (being the latest practicable date prior to the publication of this document).

The authorities granted under this Resolution will expire at the conclusion of the next AGM or, if earlier, 30 June 2027. This authority would replace an existing similar authority granted at the annual general meeting held 21 May 2025.

Resolutions 8 and 9 (Special Resolutions) - Disapplication of pre-emption rights

If the Directors wish to allot shares or other equity securities for cash, the Companies Act 2006 requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing shareholding. Resolutions 8 and 9 give the Directors authority to allot shares and/or sell treasury shares for cash without having to offer them first to existing shareholders.

The authorities granted under these Resolutions comply with the Pre-Emption Group's revised Statement of Principles on Disapplying Pre-Emption Rights and are being sought to allow maximum flexibility. However, they will only be exercised if the Directors consider it to be in the best interests of the Company at the time and should not be taken as an indication of the Directors' intentions.

Resolution 8 asks shareholders to grant the Directors authority to do the following without first offering the securities to existing shareholders:

  1. allot equity securities up to an aggregate nominal value of £41,214.10 (being approximately 10 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 17 April 2026); and

  2. sell treasury shares for cash up to an aggregate nominal value equal to the nominal value of the treasury shares held by the Company at the date of any such sales.

The authority granted under Resolution 8 will replace an existing similar authority granted at the annual general meeting held on 21 May 2025.

Resolution 9 asks shareholders to grant the Directors authority to allot equity securities up to an additional aggregate nominal value of £41,214.10 (being approximately 10 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 17 April 2026) without first offering the securities to existing shareholders where the allotment is in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles).

These authorities will expire at the conclusion of the next AGM or, if earlier, 30 June 2027.

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Resolutions 10 & 11 (Ordinary Resolutions) - Buyback authorities

Resolutions 10 and 11 give the Company authority to purchase its own issued share capital.

Under Resolution 10 the Company is seeking its standard authority to purchase up to 4,121,410 ordinary shares representing approximately 10 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 17 April 2026 (being the latest practicable date prior to the publication of this document) at, or between, the minimum and maximum prices specified in this Resolution.

Under the buyback authority granted at the 2025 AGM, the Company has purchased 3,724,088 shares as at 17 April 2026 (being the latest practicable date prior to the publication of this document), being approximately

83.5 per cent. of the authority granted.

The Company acknowledges the substantial cash balances held by the Company, reinforced by the consistent operating cash flow from the business. While dialogue with major shareholders encourages the Company to seek to deploy the capital to accelerate the growth of the Group, the Company remains concerned that its relative valuation may act as an inhibitor. Indeed, the Directors consider that, on a relative valuation basis, one of the most attractive buying opportunities is the repurchase of the Company's shares. Accordingly, additional capital allocation to the buy-back programme may be appropriate if the Directors consider it to be in the best interests of the Company's shareholders and this could potentially exceed the standard buyback authority granted under Resolution 10. To facilitate this option in a timely and cost-effective manner, the Directors consider it to be in the interests of shareholders to seek an additional buyback authority to permit further purchases of the Company's shares should this be deemed appropriate in the future.

Therefore, under Resolution 11, the Company is seeking authority to purchase up to an additional 4,121,410 ordinary shares representing approximately a further 10 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 17 April 2026 (being the latest practicable date prior to the publication of this document) at, or between, the minimum and maximum prices specified in this Resolution.

The Directors would use the authorities granted under Resolutions 10 and 11 only after careful consideration, having taken into account market conditions prevailing at that time, the investment needs of the Company, its opportunities for expansion and its overall financial position. The Directors would exercise these authorities to purchase ordinary shares only if they considered it to be in the best interests of shareholders and if the purchase could reasonably be expected to result in an increase in earnings per share.

Furthermore, the additional authority sought under Resolution 11 would be exercised by the Directors only after the authority sought under Resolution 10 has been exhausted and where the Board considers it to be in the best interests of shareholders to continue to purchase shares. For the avoidance of doubt, the Directors are not at the present time intending to use the authority sought under Resolution 11 and the Directors would notify shareholders of the intent to utilise this authority as appropriate.

Under the Companies Act 2006, the Company is allowed to hold its own shares in treasury following a buyback instead of cancelling them. Such shares may be resold for cash or used for the purpose of employee share schemes but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. Accordingly, if the Directors exercise the authority conferred by Resolutions 10 and 11, the Company will have the option of holding these shares in treasury, rather than cancelling them.

The authorities sought at the AGM will expire at the conclusion of the next annual general meeting of the Company or, if earlier, 30 June 2027.

Resolution 12 (Ordinary Resolution) - Extension of vesting period for Enhanced Executive Awards

The Remuneration Committee of the Board undertook a review of the Enhanced Executive Incentive ("EEI") awards granted to senior management in 2021 under the EEI addendum to the Company's standard Performance Share Plan ("PSP"). The review found that, while the share price targets set were aligned with Company performance expectations and valuation multiples at the time of grant in 2021, broader market conditions and sector specific pressures have resulted in share price drag that does not, in the view of the Remuneration Committee, reflect the operational and financial progress achieved by the Company.

As part of the review, the Company consulted with its largest institutional shareholders, who indicated their support for the proposed approach.

In order to ensure that the total incentive package for senior management remains appropriately aligned with performance, retention and long-term value creation, the Board, on the recommendation of the Remuneration Committee, seeks shareholder approval to extend the vesting period from 14 October 2026 to 30 April 2028. Such an extension would be subject to orderly market provisions for a period of two years.

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Recommendation

The Board considers that the Resolutions are fair and reasonable and in the best interests of shareholders as a whole.

Accordingly, the Board unanimously recommends that shareholders vote in favour of the Resolutions to be proposed at the AGM as they intend to do in respect of their own beneficial holdings in the Company which on 17 April 2026 (the latest practicable date prior to the publication of this document) amounted in aggregate to 8,152,080 ordinary shares, representing approximately 19.8 per cent. of the current issued ordinary share capital of Science Group (excluding treasury shares).

Yours faithfully

Martyn Ratcliffe Executive Chair

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of the Company will be held at 17 Waterloo Place, London, SW1Y 4AR at 09:00 on 20 May 2026 for the purpose of considering and, if thought fit, passing the following resolutions, in the case of Resolutions 1 to 7 and Resolutions 10 to 12 as Ordinary Resolutions and, in the case of Resolutions 8 and 9, as Special Resolutions.

ORDINARY RESOLUTION
  1. THAT the Company's Annual Report and Financial Statements for the year ended 31 December 2025 be received and adopted.

    ORDINARY RESOLUTION
  2. THAT Grant Thornton UK LLP are re-appointed as auditor of the Company pursuant to section 489 of the Companies Act 2006 to hold office until the end of the next general meeting at which accounts are laid before the members of the Company.

    ORDINARY RESOLUTION
  3. THAT the Directors are hereby authorised to set the auditors' remuneration.

    ORDINARY RESOLUTION
  4. THAT Martyn Ratcliffe be re-elected as a Director of the Company.

    ORDINARY RESOLUTION
  5. THAT Susan Clement Davies be re-elected as a Director of the Company.

    ORDINARY RESOLUTION
  6. THAT a final dividend of 10.0 pence per ordinary share be declared payable to the shareholders on the register of members of the Company at the close of business on 22 May 2026.

    ORDINARY RESOLUTION
  7. THAT in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the Act), to exercise all the powers of the Company to allot relevant securities (as defined below) up to an aggregate nominal amount of £137,380.34 comprising equity securities (as defined in section 560 of the Act) and provided that:

    1. the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the next annual general meeting of the Company or, if earlier, 30 June 2027; save that

    2. the Company may before such expiry make an offer or agreement which would or might require relevant securities (as so defined) to be allotted after such expiry and the Directors may allot relevant securities (as so defined) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

      For the purposes of this resolution, "relevant securities" means:

      • shares in the Company other than shares allotted pursuant to:

      • an employee share scheme (as defined by section 1166 of the Act);

      • a right to subscribe for shares in the Company where the grant of the right itself constituted a relevant security; or

      • a right to convert securities into shares in the Company where the grant of the right itself constituted a relevant security; and

      • any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Act). References to the allotment of relevant securities in the resolution include the grant of such rights.

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        SPECIAL RESOLUTION
  8. THAT, in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby empowered to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Companies Act 2006 (the "Act")) for cash as if section 561 of the Act did not apply to:

    1. any allotment of equity securities of up to an aggregate nominal amount of £41,214.10; and

    2. the sale of treasury shares held by the Company up to an aggregate nominal value equal to the nominal value of the treasury shares held by the Company at the date of any such sales,

      provided that the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the next annual general meeting of the Company or, if earlier, 30 June 2027, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

      SPECIAL RESOLUTION
  9. THAT, the Directors be and are hereby empowered in addition to any authority granted under Resolution 8, to allot or make offers or agreements to allot equity securities (as defined in the Act) for cash under the authority given by that resolution as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be:

    1. limited to the allotment of equity securities up to a nominal amount of £41,214.10; and

    2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting,

      provided that the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the next annual general meeting of the Company or, if earlier, 30 June 2027, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

      ORDINARY RESOLUTION
  10. THAT the Company be and is hereby generally and unconditionally authorised, in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") on such terms as the Directors think fit, provided that:

    1. the maximum number of Ordinary Shares hereby authorised to be purchased is 4,121,410;

    2. the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 1p; and

    3. the maximum price, exclusive of any expenses, which may be paid for each Ordinary Share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share, as derived from the AIM Appendix of the Daily Official List of the London Stock Exchange, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current bid for an Ordinary Share on the trading venue where the purchase is carried out,

      provided that the authority hereby conferred shall (unless previously revoked or varied) expire at the end of the next annual general meeting of the Company or, if earlier, 30 June 2027 (except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry).

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      ORDINARY RESOLUTION
  11. THAT, in addition to any authority granted under Resolution 10, the Company be and is hereby generally and unconditionally authorised, in accordance with section 701 of the Companies Act 2006 (the "Act") to make additional market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") on such terms as the Directors think fit, provided that this authority shall only be exercised once the authority granted under Resolution 10 has been exhausted and provided that:

    1. the maximum number of Ordinary Shares hereby authorised to be purchased is 4,121,410;

    2. the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 1p; and

    3. the maximum price, exclusive of any expenses, which may be paid for each Ordinary Share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share, as derived from the AIM Appendix of the Daily Official List of the London Stock Exchange, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current bid for an Ordinary Share on the trading venue where the purchase is carried out,

      provided that the authority hereby conferred shall (unless previously revoked or varied) expire at the end of the next annual general meeting of the Company or, if earlier, 30 June 2027 (except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry).

      ORDINARY RESOLUTION
  12. THAT the Directors be and are hereby authorised to extend the vesting date of 2021 Enhanced Executive Incentive awards from 14 October 2026 to 30 April 2028.

By Order of the Board Harston Mill

Sarah Cole Royston Road

Company Secretary Harston

21 April 2026 Cambridge

CB22 7GG

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING ENTITLEMENT TO VOTE

  1. The Company specifies that only those shareholders on the register of shareholders as at 18:30 on 18 May 2026 (or, if the AGM is adjourned, 18:30 on the day two working days prior to the day of the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the AGM in respect of the number of shares registered in their names at the time. Changes to entries on the register after 18:30 on 18 May 2026 shall be disregarded in determining the right of any person to attend or vote at the AGM.

    VOTING

  2. Shareholders have the following voting options:

    1. online by following by appointing a proxy electronically at https://www.shareview.co.uk (see note 10);

    2. in the case of CREST members, utilising the CREST electronic proxy appointment service (see notes 11 to 14);

    3. institutional investors may be able to appoint a proxy electronically via the Proxymity platform (see note 15);

    4. completion of the hard copy Form of Proxy in accordance with the instructions printed on it and returning it to the Company's registrars as soon as possible (see note 9); or

    5. attendance in person at the AGM.

  3. A vote withheld option is provided to enable shareholders to instruct a proxy to abstain on any particular Resolution. However, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a Resolution.

    PROXIES

  4. A shareholder entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote instead of him/her. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them. A proxy need not be a shareholder of the Company.

  5. Shareholders are strongly encouraged to appoint the Chair of the AGM as proxy with voting instructions.

  6. Appointing a proxy does not prevent a shareholder from attending and voting in person. If a shareholder has appointed a proxy and attends the meeting in person and vote, the proxy appointment will automatically be terminated.

  7. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out in these notes. The cut-off time for receipt of proxy appointments also applies in relation to amended instructions and any amended proxy appointment received after the relevant cut-off time will be disregarded. If a shareholder submits more than one valid proxy appointment, the appointment received last before the cut-off time for receipt of proxies will take precedence. Shareholders must inform the Company's registrars in writing of any termination of the authority of a proxy.

  8. Hard copy Forms of Proxy can be requested from Equiniti Limited on +44 (0)371 384 2030 (please ensure the country code is used if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open weekdays between 08:30 and 17:30 excluding public holidays in England and Wales.

  9. In order to be valid, a hard copy Form of Proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be received by Equiniti Limited at Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA no later than 09:00 on 18 May 2026 (or, if the AGM is adjourned, not less than 48 hours before the time fixed for the adjourned meeting) (excluding non-working days).

    ONLINE VOTING INSTRUCTIONS

  10. Shareholders are encouraged to vote online by following the instructions for the electronic appointment of a proxy at https://www.shareview.co.uk where details of the voting procedures are shown. If you have not already registered you will require your Shareholder Reference Number printed on the form of proxy. The appointment must be received by Equiniti Limited no later than 09:00 on 18 May 2026 (or, if the AGM is adjourned, not less than 48 hours before the time fixed for the adjourned meeting) (excluding non-working days).

    CREST VOTING INSTRUCTIONS

  11. CREST members who wish to appoint a proxy by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www. euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

  12. For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number RA19) no later than 09:00 on 18 May 2026 (or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting) (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

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  13. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

  14. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

    PROXYMITY VOTING INSTRUCTIONS

  15. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to https://www.proxymity.io. For a proxy appointment made using the Proximity platform to be valid, it must be lodged no later than 09:00 on 18 May 2026 (or, if the AGM is adjourned, not less than 48 hours before the time fixed for the adjourned meeting) (excluding non-working days). Prior to appointing a proxy via this process, institutional investors will need to have agreed to Proxymity's associated terms and conditions which will govern the proxy appointment and should be read carefully.

    NOMINATED PERSONS

  16. A person to whom this Notice of Annual General Meeting is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person) may, under an agreement between themselves and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

  17. The statements of the rights of shareholders in relation to the appointment of proxies in these notes do not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered shareholders of the Company. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

    CORPORATE REPRESENTATIVES

  18. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf of all its powers as a shareholder provided that they do not do so in relation to the same shares.

    SHARE CAPTIAL

  19. As at 17 April 2026 (being the last practicable date prior to publication of this notice) the Company's issued share capital consists of 46,185,874 ordinary shares of 1 pence each, each carrying one vote, of which 4,971,773 ordinary shares are held in treasury. The total number of voting rights in the Company as at 17 April 2026 is therefore 41,214,101.

    DOCUMENTS FOR INSPECTION

  20. Copies of the following documents are available for inspection at the registered office of the during normal business hours from the date of this document until the date of the AGM and will also be available for inspection at the AGM from at least 15 minutes prior to the meeting until the end of the meeting:

    1. copies of the service contracts of the executive Directors and the letters of appointment of the non-executive Directors;

    2. the published audited consolidated accounts of the Company for the two financial years ended 31 December 2024 and 31 December 2025; and

    3. the articles of association of the Company.

21 A copy of this Notice of Annual General Meeting is available on the Company's website https://www.sciencegroup.com.

COMMUNICATIONS

22. Shareholders may not use any telephone number, website and email address set out in this Notice of Annual General Meeting or in the Form of Proxy or Executive Chair's letter for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the AGM) or for any other purposes except as expressly stated.

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Science Group plc

Website

https://www.sciencegroup.com

Registered office Harston Mill Harston Cambridge

CB22 7GG

Company number

06536543

T +44 1223 875200

E info@sciencegroup.com

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