Destiny Pharma : Notice of 2024 Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about its contents or the action you should take in response to this document, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you have sold

or otherwise transferred all your ordinary shares in Destiny Pharma plc, please send this document with the accompanying documents promptly to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

DESTINY PHARMA PLC

(incorporated and registered in England and Wales under the Companies Act 1985

with registered number 03167025)

Notice of Annual General Meeting

Whether or not you intend to attend the annual general meeting, you are encouraged to vote your shares via the Link Investor Centre app or by accessing the web browser at https://investorcentre.linkgroup.co.uk/Login/Login. You will need to register using your investor code which can be located on your share certificate. CREST holders may vote their shares using the CREST system. To be valid, your proxy vote must be received by the Registrar by 11.00 a.m. on 10 June 2024 (or, if the AGM is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned AGM).

Directors:	Registered office:
Sir Nigel Rudd, Non-Executive Chairman	Unit 36, Sussex Innovation Centre
Christopher (Chris) Tovey, Chief Executive Officer	Science Park Square,
Shaun Claydon, Chief Financial Officer	Falmer, Brighton BN1 9SB
Dr William (Bill) Love, Chief Scientific Officer	Registered in England and Wales
Dr Debra Barker, Non-Executive Director	with company number 03167025
James Stearns, Non-Executive Director
Aled Williams, Non-Executive Director
Nigel Brooksby, Non-Executive Director
9 May 2024

To the holders of our ordinary shares

Dear Shareholder,

2024 Annual General Meeting of Destiny Pharma plc (the "Company")

I am pleased to advise you of the 2024 Annual General Meeting to be held at 11.00 a.m. on 12 June 2024 (the "AGM") at the offices of Covington & Burling LLP, 22 Bishopsgate, London EC2N 4BQ. The Notice of AGM (the "Notice"), which follows this letter, sets out the business to be considered at the meeting. The appendix to this letter contains explanatory notes about the resolutions in the Notice. A copy of our annual report and accounts for the financial year ended 31 December 2023 (the "2023 Annual Report") may be viewed online on our website at www.destinypharma.com/investors/reports-and-presentations or, if you have requested a paper copy, is enclosed with the Notice.

AGM format

The board recognises the importance of the AGM to shareholders and is keen to ensure that you are able to engage with the business of the meeting.

Shareholders planning to attend the AGM in person are requested to bring photo ID to enable access to the offices of Covington and Burling LLP on the day.

For those shareholders unable to attend in person we will operate a virtual facility to allow shareholders to listen in to the business of the AGM. The Company is using the Investor Meet Company platform. This platform will allow shareholders to follow proceedings of the AGM and hear from the Company via the Q&A session immediately following the AGM. The Company will also provide an online recording, available on the Investor Meet Company platform after the meeting.

Shareholders who wish to attend the AGM online should register for the event in advance via the following link: https://www.investormeetcompany.com/destiny-pharma-plc/register-investor.

Shareholders are invited to pre-submit questions online via the Investor Meet Company Platform up until 11.00 a.m. on

11 June 2024, being the day before the AGM, or during the AGM itself via the Q&A function. Please include the Shareholder's name and Shareholder Reference Number (which can be found on the share certificate or proxy form).

Shareholders wishing to vote at the AGM are strongly encouraged to do so by completing an electronic form of proxy, appointing the Chairman of the AGM as their proxy. Shareholders will not be able to vote at the AGM over the online platform.

2	Destiny Pharma plc Notice of Meeting 2024

Resolutions

Voting on all of the resolutions to be proposed at the AGM will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names, rather than according to the votes of shareholders who attend the AGM.

Action to be taken

Destiny Pharma PLC is committed to reducing paper and improving efficiency in its shareholder communications. We are no longer sending paper proxy cards to shareholders unless specifically asked to do so. To request a paper proxy form please contact our Registrar, Link Group by email at [e-mail], or you may call Link on 0371 664 0391. 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. They are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

To vote your shares you should use the Link Investor Centre app or access the web browser at https://investorcentre. linkgroup.co.uk/Login/Login. You will need to register using your investor code which can be located on your share certificate. CREST holders may vote their shares using the CREST system. To be valid, your proxy vote must be received by the Registrar by 11.00 a.m. on 10 June 2024 (or, if the AGM is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned AGM).

Recommendation

Your Directors consider the passing of all the resolutions in the Notice to be in the best interests of Destiny Pharma plc and our shareholders as a whole. Your Directors unanimously recommend you vote in favour of each of these resolutions. The Directors who own Destiny Pharma plc shares, being, Sir Nigel Rudd, Nigel Brooksby, Shaun Claydon, Bill Love, Aled Williams, Chris Tovey and Debra Barker intend to vote all their shares in favour of each resolution.

Yours faithfully,

Sir Nigel Rudd

Non-Executive Chairman

Destiny Pharma plc Notice of Meeting 2024

3

Destiny Pharma plc (the "Company")

Notice of Annual General Meeting

Notice is hereby given that the 2024 Annual General Meeting (the "AGM") of the Company will be held at 11.00 a.m. on

12 June 2024 at the offices of Covington & Burling LLP, 22 Bishopsgate, London EC2N 4BQ to transact the business set out below. Resolutions 1 to 7 below will be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as special resolutions of the Company.

Ordinary resolutions

1. That the Company's annual accounts for the year ended 31 December 2023 and the accompanying auditor's, strategic and directors' reports as now laid before the meeting be received.
2. That Dr William Love be re-elected as a director ("Director") of the Company.
3. That Sir Nigel Rudd be elected as a Director of the Company.
4. That Christopher Tovey be elected as a Director of the Company.
5. That Crowe U.K. LLP be re-appointed as the Company's auditor to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which annual accounts are laid before the Company.
6. That the Audit Committee of the board of directors (the "Board") be authorised to fix the auditor's remuneration.
7. That, in substitution for any existing authorities and powers granted to the directors pursuant to section 551 of the Companies Act 2006 (the "Act") prior to the passing of this resolution, the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all powers of the Company to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of £635,412.42 and unless previously renewed, revoked, varied or extended this authority shall expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 11 September 2025), except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of any such offer or agreement as if this authority had not expired.

4	Destiny Pharma plc Notice of Meeting 2024

Special resolutions

8. That, if resolution 7 is passed, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

1. the allotment of equity securities in connection with an invitation or offer of, or invitation to apply for, equity securities to the holders of ordinary shares of one penny each ("Ordinary Shares") in the capital of the Company (excluding any shares held by the Company as treasury shares (as defined in Section 724(5) of the Act)) on a fixed record date in proportion (as nearly as practicable) to their respective holdings of such Shares or in accordance with the rights attached to such shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal or practical problems under the laws of,
   or the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever); and
2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £95,311.86; and
3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 11 September 2025) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

9. That, if resolution 7 is passed, the Board be authorised, in addition to any authority granted under resolution 8, to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to the allotment of equity securities or sale of treasury shares:

1. up to a nominal amount of £95,311.86, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified 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;
2. otherwise than under paragraph (a) above, up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 11 September 2025) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

By order of the Board

Shaun Claydon

Company Secretary and Director

9 May 2024

Destiny Pharma plc Notice of Meeting 2024

5

Notes

1. A member entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the member's rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy they may do so by requesting multiple paper proxy forms from our Registrar.
2. To be effective, the proxy vote must be submitted via the Link Investor Centre app or athttps://investorcentre.linkgroup. co.uk/Login/Login so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it.
   Link Investor Centre is a free app for smartphone and tablet provided by Link Group (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Link Investor Centre via a web browser at: https://investorcentre.linkgroup.co.uk/Login/Login.
3. Any power of attorney or other authority under which the proxy is submitted must be returned to the Company's Registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper form of proxy is requested from the registrar, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be received not less than 48 hours before the time of the meeting.
4. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those members registered on the register of members of the Company at close of business on 10 June 2024 (the Specified Time) (or, if the meeting is adjourned to a time more than 48 hours after the Specified Time, by close of business on the day which is two days prior to the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6	Destiny Pharma plc Notice of Meeting 2024

1. 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) thereof 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.
2. 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 & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). 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 Company's registrars (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer'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.
3. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK
   & International 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 a voting service provider(s), to procure that his 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
   (www.euroclear.com).
4. 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 (as amended).
5. Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion or withhold from voting.
6. If you need help with voting online, or require a paper proxy form, please contact our Registrar, Link Group by email at [e-mail], or you may call Link on 0371 664 0391. 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 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
7. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
8. Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.

Destiny Pharma plc Notice of Meeting 2024

7

Appendix

Explanatory notes

Resolution 1 - 2023 Annual Report

The Directors are required by legislation to present the 2023 Annual Report to members at the Annual General Meeting. The 2023 Annual Report contains the accounts for Destiny Pharma plc for the year ended 31 December 2023, the auditor's report on those accounts and the Directors' and strategic reports for the year. The 2023 Annual Report was posted to shareholders on 9 May 2024 and is available on the Company's website. The directors ask that shareholders approve the 2023 Annual Report.

Resolutions 2, 3, and 4 - election and re-election of Directors

At the meeting Dr William Love will be proposed for re-election and Sir Nigel Rudd and Christopher Tovey, who have been appointed as Directors since the last annual general meeting, will be proposed for election by shareholders as Directors in accordance with our Articles of Association.

Further information about Dr William Love, Sir Nigel Rudd and Christopher Tovey can be found on page 37 of the 2023 Annual Report and on the Company's website at https://www.destinypharma.com/about-us/board-of-directors/.

Resolutions 5 and 6 - auditor's re-appointment and remuneration

Resolution 5 is for the re-appointment of Crowe U.K. LLP as the Company's auditor to hold office until the conclusion of the next general meeting at which statutory accounts are laid before the company. Resolution 6 is to authorise the Directors, in accordance with standard practice, to agree the remuneration of the Company's auditors. The Board has delegated authority for this to the Audit Committee of the Board.

Resolution 7 - authority to allot shares

The authority conferred on the Directors at the Company's AGM held in 2023 to allot shares in accordance with section

551 of the Companies Act 2006 expires at the conclusion of this year's AGM. The purpose of Resolution 7 is to replace that authority.

It will authorise the Directors to allot ordinary shares of up to a maximum aggregate nominal amount of £635,412.42. This equals, in amount, two thirds (66.67%) of our issued share capital as at 8 May 2024 (the "ISC"), being the latest practicable date before the publication of this Notice. Any use of this authority over one third of our issued share capital (i.e., in excess of ordinary shares of an aggregate nominal value of £317,706.21) will be limited to use in connection with a rights issue

or other fully-pre-emptive offer.

The authority being sought is, therefore, in line with the latest guidance published by the Investment Association in February 2023 on the powers of directors to allot shares.

The authority will expire on 11 September 2025 or, if earlier, at the conclusion of our next annual general meeting.

Resolution 8 - disapplication of pre-emption rights (general)

This resolution authorises the Directors in certain circumstances to allot equity securities for cash other than in accordance with the statutory pre-emption rights (which would otherwise require the Company to offer all allotments for cash first to existing shareholders in proportion to their holdings).

The relevant circumstances are: (a) where the allotment takes place in connection with a rights issue or other fully

pre-emptive offer; (b) the allotment is limited to a maximum nominal amount of £95,311.86 representing approximately

10% of the ISC; or (c) the allotment or sale (otherwise than pursuant to (a) and (b)) of equity securities on a non-pre-emptive basis up to 2% of the ISC to be used only for the purposes of making a follow-on offer to existing holders of securities not allocated shares under (a) and (b).

Resolution 8 is in line with the guidance set out in the Pre-emption Group's Statement of Principles for the Disapplication of Pre-emption Rights, as updated in November 2022 (the "Statement of Principles").

This authority, which replaces the previous authority to disapply pre-emption rights conferred on the Directors at the annual general meeting of the Company held in 2023, will expire on 11 September 2025 or, if earlier, at the conclusion of our next annual general meeting.

Resolution 9 - Directors' power to issue shares for cash (specific)

In addition to resolution 8, this resolution authorises the Directors to allot equity securities for cash other than in accordance with the statutory pre-emption rights (which would otherwise require the Company to offer all allotments for cash first to existing shareholders in proportion to their holdings) provided that this power is limited to (a) the allotment or sale of equity securities on a non-pre-emptive basis up to a maximum nominal value of £95,311.86, representing approximately 10% of the ISC; and 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 Board determines to be an acquisition or other capital investment (of a kind contemplated by the Statement of Principles); and (b) the allotment or sale (otherwise than pursuant to (a) and (b)) of equity securities on a non-pre-emptive basis up to 2% of the ISC to be used only for the purposes of making a follow-on offer to existing holders of securities not allocated shares under (a) and (b) above.

Resolution 9 is in line with the Statement of Principles.

The authority will expire on 11 September 2025 or, if earlier, at the conclusion of our next annual general meeting.

8	Destiny Pharma plc Notice of Meeting 2024