Fusion Antibodies : Chairman's Letter (inc. Notice of AGM to be held on 23 September 2022) (pdf)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank, solicitor, accountant or other appropriate independent professional adviser.

If you have sold or otherwise transferred all of your shares in Fusion Antibodies plc ("Company"), please pass this document, together with the accompanying documents, as soon as possible 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.

Fusion Antibodies plc Registered No. NI039740 C/O Tughans Solicitors Marlborough House

30 Victoria Street Belfast

BT1 3GG

31 August 2022

To ordinary shareholders

Dear Shareholder

Annual General Meeting 2022

I am pleased to send you details of our 2022 annual general meeting ("AGM"), which will be held at The Malone Hotel, 60 Eglantine Avenue, Malone Road, Belfast BT9 6DY on 23 September 2022 at 11.00 a.m.

The formal notice of the AGM, which is set out on pages 5 to 6 of this document ("Notice"), sets out the business to be considered at the AGM. The purpose of this letter is to provide you with further details about those items of business.

This year, shareholders will be asked to approve 10 resolutions. Resolutions 1 to 8 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50 per cent. of the votes cast must be in favour of the resolution.

Resolutions 9 and 10 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least 75 per cent. of the votes cast must be in favour of the resolution.

In addition to those directors seeking reappointment, as previously announced, Tim Watts retires at this AGM and does not seek reappointment. Tim has served as a non-executive director and chair of the Audit Committee since December 2017. I wish to thank him for his contribution to the Company and wish him well in his retirement.

Resolution 1: Annual report and accounts

The directors must present the Company's annual accounts and the strategic, directors' and auditor's reports to shareholders at a general meeting. Those to be presented at the AGM are in respect of the year ended 31 March 2022, and are called the Annual Report 2022.

The Annual Report 2022 is available on the Company's website (www.fusionantibodies.com). If you have elected to receive correspondence in hard copy, then a copy of the Annual Report 2022 will accompany this document. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report 2022, you can do so by contacting the Company's registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Resolutions 2, 3, 4 and 5: Reappointment of directors

Resolution 2 proposes the reappointment of Adrian Kinkaid as director. This is in accordance with the Company's articles of association, as this is the first AGM following Adrian's appointment as a director in August 2022. A biography is set out below.

Resolution 3 proposes the reappointment of Matthew Baker as director. This is in accordance with the Company's articles of association, as this is the first AGM following Matthew's appointment as a director in March 2022. A biography is set out below.

Resolutions 4 and 5 propose the reappointments of Simon Douglas and Richard Buick as directors. This is in accordance with the Company's articles of association, which require that one third of the directors (or the number nearest to but not exceeding one third) retire by rotation at each AGM, with each director also being subject to reappointment at intervals of not more than three years. Biographies of each of these directors are set out below:

Adrian Kinkaid PhD - CEO

Adrian, 55, was appointed as a director on 25 August 2022. Adrian Kinkaid is an experienced life sciences executive with 25 years' experience in life science and biotherapeutics industries. He joins Fusion from Vortex Liquid Biopsy Solutions Ltd and Vortex Biosciences Inc. (together "Vortex"), a biotech group focused on world class technology for the isolation of high quality circulating tumour cells. As CEO of Vortex, Adrian led the company's development, including management of its business units. Prior to joining Vortex, Adrian worked as CEO at several antibody-based diagnostics companies including BioFab Ltd, and Lumabs BV. He was formerly the Chief Commercial Officer for Promexus Ltd, a protein biotherapeutics company where he developed the corporate strategy for Therapeutic Affimers, culminating in a multi-target deal with a potential of over $1bn. Adrian was previously Chief Business Officer of the Aptamer Group, and Strategic Market Development Leader for Abcam plc, the leading provider of research antibodies.

Matthew Baker PhD - Non-executive director

Matthew, 51, joined the Company as a non-executive director in 2022 and has more than 20 years' experience developing biologics in biotech and pharma companies and is a research expert in lymphocyte immunology. During his career Matthew has founded and led a number of biotech companies to exits, including acquisition of Antitope (CEO/CSO) and the IPO of Abzena (CSO). Matthew has held a number of biotech Non-Executive Director positions including Oxgene which was acquired by Wuxi Apptech in 2021. He is currently CEO of NeoPhore, a private company focused on the discovery and development of novel small molecule therapies to treat cancer through stimulation of the immune system. Matthew brings detailed immunology and virus-based mammalian display knowledge as well as industry and market insight. Matthew is also a member of the Company's Scientific Advisory Panel.

Simon Douglas PhD - Non-executive chairman

Simon, 63, was appointed Non-executive Chairman in September 2011 having previously been CEO. He has over 30 years' experience in the biotech industry, including 10 years working for Amersham International (now GE), ICI and Zeneca (now Astra Zeneca), in a variety of commercial and technical positions, and over five years with Tepnel Life Sciences plc (now Hologic Inc), a London Stock Exchange listed diagnostic company where he was Chief Executive. He has been the CEO/Executive Chairman on three other venture capital backed Life Science companies, and headed up the trade sale of two of these. He is currently Chairman of Omega Diagnostics Group plc, an AIM listed in-vitro diagnostics company and C-Major Medical Ltd and HexagonFab Ltd, two venture capital backed companies.

Richard Buick PhD - CSO

Richard, 46, was appointed director and Chief Technical Officer in September 2011 and Chief Scientific Officer in 2021. Richard has worked in the Company since 2002 and been responsible for overseeing contract research services. He previously had four years' experience discovering novel antibodies from synthetic libraries for diagnostic purposes. Richard has been appointed as a legal expert witness in a number of drug patent dispute cases and in 2018 he was made Honorary Senior Lecturer in Queen's University, Belfast.

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Resolutions 6 and 7: Reappointment and remuneration of auditors

The Company is required to appoint auditors at each general meeting at which its annual accounts and reports are presented to shareholders. Therefore, resolution 6 proposes the reappointment of PricewaterhouseCoopers LLP as auditors (to hold office until the next such meeting).

In accordance with normal practice, resolution 7 authorises the Audit Committee to determine the auditors' remuneration.

Resolution 8: Authority to allot shares

Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

Resolution 8 is in two parts.

In line with guidance issued by the Investment Association, if passed, part (a) of resolution 8 will authorise the directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £346,865.92. This amount represents approximately one third of the issued ordinary share capital of the Company as at 26 August 2022 being the last practicable date before the publication of this document.

In addition, if passed, part (b) of resolution 8 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) in connection with a rights issue only up to a further aggregate nominal amount of £346,865.92. This amount represents approximately one third of the issued ordinary share capital of the Company as at 26 August 2022, being the last practicable date before the publication of this document.

If given, these authorities will expire at the conclusion of the Company's next AGM. It is the directors' intention to renew the allotment authority each year.

As at the date of this document, no ordinary shares are held by the Company in treasury.

The directors have no current intention to exercise either of the authorities sought under resolution 8. However, the directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise.

Resolution 9: Disapplication of pre emption rights

Generally, if the directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) for cash, then under the Act they must first offer such shares or securities to ordinary shareholders in proportion to their existing holdings. These statutory pre emption rights may be disapplied by shareholders.

Resolution 9, which will be proposed as a special resolution, if passed, will enable the directors to allot equity securities for cash without having to comply with statutory pre emption rights.

The powers proposed under resolution 9 will be limited to allotments:

1. up to an aggregate nominal amount of (i) £693,731.84 in connection with a rights issue or (ii) £346,865.92 in connection with an open offer or other pre emptive offer, in each case to ordinary shareholders and to holders of other equity securities (if required by the rights of those securities or the directors otherwise consider necessary), but (in accordance with normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas shareholders, as the directors consider necessary; and
2. in any other case, up to an aggregate nominal amount of £104,059.76 (which represents approximately ten per cent. of the issued ordinary share capital of the Company as at 26 August 2022, being the last practicable date before the publication of this document).

If given, this power will expire at the conclusion of the Company's next AGM. It is the directors' intention to renew this power each year.

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Resolution 10: Purchase by the Company of its own shares

Resolution 10, which will be proposed as a special resolution, if passed, will allow the Company to purchase up to 2,601,494 ordinary shares in the market (which represents approximately 10 per cent. of the issued ordinary share capital of the Company as at 26 August 2022, being the last practicable date before the publication of this document). The minimum and maximum prices for such a purchase are set out in the resolution. If given, this authority will expire at the conclusion of the Company's next AGM. It is the directors' intention to renew this authority each year.

The directors have no current intention to exercise the authority sought under resolution 10 to make market purchases, but consider the authority desirable to provide maximum flexibility in the management of the Company's capital base. If passed, the directors will only exercise this authority if they believe that to do so would be a prudent use of the Company's cash resources and would result in an increase in earnings per share and would be in the best interests of the Company and of its shareholders generally.

Recommendation

The directors consider that all the resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole. The directors who hold shares will be voting in favour of all of the resolutions, and unanimously recommend that you do so as well.

Action to be taken

If you would like to vote on the resolutions set out in the Notice but cannot come to the AGM, please appoint a proxy or proxies either by completing the Proxy Form sent to you with this document, and returning it to our registrars, or alternatively you may appoint a proxy at www.signalshares.com.

Your proxy appointment must be received by 11.00 a.m. on 21 September 2022. Further details relating to voting by proxy are set out in the notes to the Notice on pages 7 to 8 of this document and in the Proxy Form.

Yours sincerely

Dr Simon Douglas

Chairman

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FUSION ANTIBODIES PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Fusion Antibodies plc ("Company") will be held at The Malone Hotel, 60 Eglantine Avenue, Malone Road, Belfast, BT9 6DY on 23 September 2022 at 11.00 a.m. for the following purposes:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the Company's annual accounts and the strategic, directors' and auditor's reports for the year ended 31 March 2022.
2. To reappoint Adrian Kinkaid, who retires in accordance with the Articles of Association, as a director of the Company.
3. To reappoint Matthew Baker, who retires in accordance with the Articles of Association, as a director of the Company.
4. To reappoint Simon Douglas, who retires by rotation, as a director of the Company.
5. To reappoint Richard Buick, who retires by rotation, as a director of the Company.
6. To reappoint PricewaterhouseCoopers LLP as auditors of the Company.
7. To authorise the Audit Committee to determine the remuneration of the auditors.
8. That, pursuant to section 551 of the Companies Act 2006 ("Act"), the directors be generally and unconditionally authorised to allot Relevant Securities:
9. 1. up to an aggregate nominal amount of £346,865.92; and
   2. comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £346,865.92 in connection with an offer by way of a rights issue:
   3. 1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
      2. to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange,

provided that these authorities shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.

In this resolution, "Relevant Securities" means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.

These authorities are in addition to all existing authorities under section 551 of the Act.

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