Fusion Antibodies : Notice of Annual General Meeting on 27 October 2023

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 1 Springbank Road Springbank Industrial Estate Belfast

BT17 0QL

29 September 2023

To ordinary shareholders

Dear Shareholder

Annual General Meeting 2023

I am pleased to send you details of our 2023 annual general meeting ("AGM"), which will be held at The offices of Fusion Antibodies at the above address. on 27 October 2023 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 8 resolutions. Resolutions 1 to 6 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 7 and 8 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 accordance with the Company's articles of association, Colin Walsh will be seeking reappointment as a director of the Company as he retires by rotation (further details of which are set out below). In addition, Sonya Ferguson is also due to retire by rotation but, Sonya Ferguson wishes to pursue a new opportunity and so will not be seeking reappointment as a director at the AGM, but for the purposes of calculating the number that is nearest to, but not exceeding one third of the directors who are subject to retirement by rotation at each AGM, Sonya Ferguson is included in this number.

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 2023, and are called the Annual Report 2023.

The Annual Report 2023 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 2023 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 2023, you can do so by contacting the Company's registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Resolutions 2 and 3: Reappointment of directors

Resolution 2 proposes the reappointment of Stephen Smyth as director. This is in accordance with the Company's articles of association, as this is the first AGM following Stephen's appointment as a director in September 2023. A biography is set out below.

Resolution 3 proposes the reappointment of Colin Walsh as a director. 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. A biography is set out below.

Stephen Smyth - Interim CFO

Stephen has over 25 years' experience working in audit & accounting, finance, and operations management within both the public accounting and commercial sectors. Stephen's previous roles include acting as Chief Financial Officer at Sera Global LP, as well as holding senior finance functions at Cormark Securities Inc and at PricewaterhouseCoopers (PwC) LLP. Stephen is a chartered accountant and is currently a partner at FPM, a Chartered Accountancy practice with offices throughout the Republic of Ireland and Northern Ireland, including Belfast. At FPM, he provides virtual finance function solutions to clients ranging from start-ups to private equity backed multinationals.

Colin Walsh - Non-executive Director

Colin, 67, is chief executive and founder of Crescent Capital NI Limited and has been an active venture capital investor in the high-tech sector for the past 28 years. He joined the Company as a non-executive director in 2007 as a representative of Crescent Capital. Crescent Capital is the fund manager of Crescent Capital III LP which is a shareholder in the Company. Due to Crescent Capital's shareholding in the Company, Colin is not considered to be independent under the QCA Code. Colin is a member of both the Remuneration Committee and the Audit Committee

Resolutions 4 and 5: 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 4 proposes the reappointment of PricewaterhouseCoopers LLP as auditors (to hold office until the next such meeting).

In accordance with normal practice, resolution 5 authorises the Audit Committee to determine the auditors' remuneration.

Resolution 6: 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 6 is in two parts.

In line with guidance issued by the Investment Association, if passed, part (a) of resolution 6 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 £792,716.19. This amount represents approximately one third of the issued ordinary share capital of the Company as at 28 September 2023 being the last practicable date before the publication of this document.

In addition, if passed, part (b) of resolution 6 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 £792,716.19. This amount represents approximately one third of the issued ordinary share capital of the Company as at 28 September 2023, 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.

2

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 6. 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 7: 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 Companies Act 2006 ("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 7, 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 7 will be limited to allotments:

1. up to an aggregate nominal amount of (i) £1,585,432.38 in connection with a rights issue or (ii) £792,716.19 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 £237,814.86 (which represents approximately ten per cent. of the issued ordinary share capital of the Company as at 28 September 2023, 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.

Resolution 8: Purchase by the Company of its own shares

Resolution 8, which will be proposed as a special resolution, if passed, will allow the Company to purchase up to 5,945,371 ordinary shares in the market (which represents approximately 10 per cent. of the issued ordinary share capital of the Company as at 28 September 2023, 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 8 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.

3

Your proxy appointment must be received by 11.00 a.m. on 25 October 2023. 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

4

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 Fusion Antibodies, 1 Springbank Road, Springbank Industrial Estate, Belfast, BT17 0QL on 27 October 2023 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 2023.
2. To reappoint Stephen Smyth, who retires in accordance with the Articles of Association, as a director of the Company.
3. To reappoint Colin Walsh, who retires by rotation, as a director of the Company.
4. To reappoint PricewaterhouseCoopers LLP as auditors of the Company.
5. To authorise the Audit Committee to determine the remuneration of the auditors.
6. That, pursuant to section 551 of the Companies Act 2006 ("Act"), the directors be generally and unconditionally authorised to allot Relevant Securities:
7. 1. up to an aggregate nominal amount of £792,716.19; and
   2. comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £792,716.19 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.

5