Venture Life Group PlcLSE: VLG

Notice of General Meeting

· Issued by Venture Life Group Plc


Notice of General Meeting of Venture Life Group plc

a company registered in England and Wales with company number 05651130

4 July 2025

Dear Shareholder,

General Meeting

I am pleased to inform you that a general meeting of shareholders (the "General Meeting" or the "Meeting") will be held on 5 August 2025 at 10.00 a.m. at the offices of Simmons & Simmons LLP, CityPoint, 1 Ropemaker Street, London, EC2Y 9SS. The formal notice convening the General Meeting (the "Notice of General Meeting" or "Notice") is set out on page 2 of this document.

As mentioned in the notice of annual general meeting (the "AGM") circulated to shareholders on 5 June 2025, due to the divestment of the CDMO operations and non-core products as announced to the London Stock Exchange on 12 May 2025, the audit of the Company's Annual Report and financial statements for the period ended 31 December 2024 (the "Annual Report") was not available in sufficient time to be laid before the AGM held on 30 June 2025. Accordingly, it was proposed that a general meeting would be held at a later date to agree the accounts, reappoint S&W Partners Audit Limited as the Company's auditor to hold office until the conclusion of the next annual general meeting at which the Company's accounts are laid before the Company and fix the auditor's remuneration. The Annual Report was published on 30 June 2025 and therefore the directors of the Company (the "Directors") are now convening the General Meeting which will consider resolutions regarding these matters (the "Resolutions").

Recommendation

Full details of the Resolutions are contained in the Notice. The Directors believe that all the Resolutions are in the best interests of the Company and its members as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all the Resolutions, as they intend to do in respect of their own holdings.

Yours faithfully

Paul McGreevy

Chairman

Notice of General Meeting of Venture Life Group plc NOTICE IS GIVEN to the holders of ordinary shares in Venture Life Group plc ("the Company") that a general meeting ("General Meeting" or "Meeting")) of the Company will be held at the offices of Simmons & Simmons LLP, CityPoint, 1 Ropemaker Street, London, EC2Y 9SS on 5 August 2025 at 10.00 a.m.

The Meeting will be for the purpose of considering and, if thought fit, passing the following resolutions, both of which will be proposed as Ordinary Resolutions.

Ordinary Resolutions
  1. To receive and adopt the reports of the Directors and auditor and the audited accounts of the Company for the year ended 31 December 2024.

  2. To re-appoint S&W Partners Audit Limited as the auditor of the Company until the conclusion of the next general meeting of the Company at which accounts are laid before the Company and to authorise the Audit Committee, for and on behalf of the Directors, to determine the remuneration of S&W Partners Audit Limited as the auditor of the Company for the ensuing year.

By order of the Board

Paul McGreevy

Chairman

4 July 2025

Registered office:

Venture House, 2 Arlington Square Bracknell, Berkshire RG12 1WA

Explanatory Notes to the Proposed Resolutions

Resolutions 1 and 2 are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution.

Resolution 1 - Annual Report and Accounts

The Directors are required to present to shareholders at a general meeting the Company's audited accounts and the Directors' and auditors' reports for the financial year ended 31 December 2024.

Resolution 2 - Appointment and remuneration of auditors

The auditors of a company must be appointed at the general meeting at which accounts are presented. Resolution 2 proposes to re-appoint S&W Partners Audit Limited until the next general meeting at which accounts are presented. This resolution also proposes to authorise the Audit Committee, on behalf of the Directors, to determine the auditors' remuneration

Notes for Shareholders

  1. You are entitled to appoint another person as your proxy to exercise all or any of your rights to vote ahead of the meeting. You may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.

  2. A proxy need not be a shareholder. If you wish to appoint someone other than the Chairman of the meeting, insert the name of the person you wish to appoint in block capitals in the space provided. Where you appoint someone other than the Chairman, you are responsible for ensuring that they are aware of your voting intentions. If you wish your proxy to make any comments at the meeting on your behalf, you will need to appoint the Chairman and give them the relevant instructions directly.

  3. You can vote either:

    • members can vote or appoint a proxy online at https://www.signal-shares.com. In order to vote or appoint a proxy using this website, members will need their Investor Code, which they can find on their share certificate. Members must vote or appoint a proxy using the website no later than 10.00 a.m. on 1 August 2025 (being the time which is 48 hours (excluding non-working days) before the time of the Annual General Meeting); or

    • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below,

      in each case, by not later than 10.00 a.m. on 1 August 2025.

      If you need help with voting online or require a paper proxy form, please contact our registrar, MUFG Corporate Markets by email at shareholderenquiries@cm.mpms.mufg.com or by calling on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

  4. Addresses (including electronic addresses) in this document are included strictly for the purposes provided and not for any other purposes.

  5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company as at close of business on 10.00 a.m. on 1 August 2025 or, if the meeting is adjourned, the register of members at the time which is two working days before the time for holding any adjourned meeting. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. 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.

  7. In order for a proxy appointment or instruction 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 & Ireland Limited's 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 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 MUFG Corporate Markets (ID RA 10) by not later than 10.00 a.m. on 1 August 2025. 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 Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

  8. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. 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 any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as is 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.

  9. 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.

  10. As at 5.00 p.m. on 3 July 2025 (being the latest practicable date prior to publication of this General Meeting Notice), the Company's issued share capital comprised 128,052,312 Ordinary Shares of 0.3 pence each and the Company did not hold any shares in treasury at that date. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 p.m. on 3 July 2025 is 128,052,312.

  11. Copies of the following documents will be available for at least 15 minutes prior to the meeting and during the meeting:

    • A copy of the Articles of Association

  12. Except as provided above, members who have general queries about the meeting should contact MUFG Corporate Markets by email at shareholderenquiries@cm.mpms.mufg.com or by calling on+44 (0)371 664 0300. Calls from the UK will be charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. No other methods of communication will be accepted. You may not use any electronic address provided either in this Notice or any related documents to communicate with the Company for any purposes other than those expressly stated.

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