Fusion Antibodies : Notice of General Meeting on 8 June 2023

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. It contains the resolutions to be voted on at the General Meeting of Fusion Antibodies plc ("Fusion" or the "Company") to be held on 8 June 2023. If you are in any doubt about the action you should take, you are recommended immediately to seek advice from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") who specialises in advising on the acquisition of shares and other securities, if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

The Company and each of the Directors of Fusion, whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

If you have sold or otherwise transferred all of your ordinary shares of 4p each in the capital of the Company ("Ordinary Shares"), please immediately 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 onward transmission to the purchaser or transferee. However, this document should not be distributed, forwarded or transmitted in or into the United States of America, Canada, Australia, New Zealand, Russia, the Republic of South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares you should retain this document, and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected. This document should be read in conjunction with the

Notice of General Meeting as set out at the end of this document. The whole text of this document should be read.

This document does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for), Ordinary Shares or an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for), the Placing Shares, the Retail Offer Shares and the Subscription Shares. This document does not contain an offer of transferable securities within the meaning of section 102B of FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA. This document has not been examined or approved by the Financial Conduct Authority or the London Stock Exchange or any other regulatory authority.

FUSION ANTIBODIES PLC

(Incorporated in Northern Ireland with registered number NI039740)

Proposed Placing, Subscription and Retail Offer of 33,438,768 new Ordinary

Shares at a price of 5 pence per share (the "Fundraise")

and

Notice of General Meeting

Nominated Adviser and Broker

Application has been made for the First Tranche Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange ("AIM") (together "First Admission"). It is currently anticipated that First Admission will become effective and that dealings in the First Tranche Placing Shares will commence on AIM at 8.00 a.m. on or around 24 May 2023.

Conditional on, inter alia, First Admission and the passing of the Resolutions, application will be made for the Second Tranche Placing Shares, the Retail Offer Shares and the Subscription Shares to be admitted to trading on AIM (together "Second Admission"). It is currently expected that Second Admission will become effective and that dealings in the Second Tranche Placing Shares, the Retail Offer Shares and the Subscription Shares will commence on AIM at 8.00 a.m. on or around 12 June 2023. Any change to these times and/or dates will be announced by the Company.

The Placing Shares, the Retail Offer Shares and the Subscription Shares (the "New Ordinary Shares") when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares, including as regards the right to receive all dividends or other distributions declared, made or paid after First Admission and Second Admission. No application has been made or is currently intended to be made for the New Ordinary Shares to be admitted to trading or dealt on any other exchange.

Notice of a General Meeting of Fusion to be held at the offices of Fusion Antibodies plc at 1 Springbank Road, Springbank Industrial Est, Belfast, BT17 0QL at 10.00 a.m. on 8 June 2023 is set out at the end of this document. The enclosed form of proxy should, to be valid, be completed and returned in accordance with the instructions printed on it to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL (telephone number: [phone]) so as to be received no later than 10.00 a.m. on 6 June 2023 or 48 hours (excluding any part of a day that is not a working day) before any adjourned meeting.

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the Placing and the proposed admission of the Placing Shares to trading on AIM and the proposals described in this document. It will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Allenby Capital or for providing advice in relation to such proposals. Allenby Capital has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this document or for the omission of any information. Allenby Capital as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders or any other person.

The New Ordinary Shares referred to in this document have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the requirements of the Securities Act. There will be no public offer of the New Ordinary Shares in the United States, the United Kingdom or elsewhere. The New Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of this offering. Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the New Ordinary Shares in the United States or to a US Person may constitute a violation of US law or regulation.

The distribution of this document and the offering or sale of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Allenby Capital that would permit an offering of the New Ordinary Shares or possession or distribution of this document or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this document comes are required by the Company and Allenby Capital to inform themselves about and to observe any such restrictions.

This document is directed only at members of the Company falling within the meaning of Article 43(2)(a) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (all such persons together being referred to as "Relevant Persons"). This document must not be acted on or relied on by persons who are not Relevant Persons. This document does not constitute an offer of securities and accordingly is not a prospectus, neither does it constitute an admission document drawn up in accordance with the AIM Rules.

FORWARD LOOKING STATEMENTS

This document includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by,followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless it is required to do so by applicable law or the AIM Rules.

Copies of this document are available free of charge on the Company's website: www.fusionantibodies.com.

	CONTENTS
Directors and Advisers	4
Definitions	5
Expected timetable of principal events	8
Fundraise Statistics	9
Letter from the Chairman of the Company	10
Notice of the General Meeting	16

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	DIRECTORS AND ADVISERS
Directors	Simon Douglas (Non-Executive Chairman)
	Adrian Kinkaid (Chief Executive Officer)
	Richard Buick (Chief Scientific Officer)
	James Fair (Chief Financial Officer)
	Sonya Ferguson (Non-Executive Director)
	Colin Walsh (Non-Executive Director)
	Matthew Baker (Non-Executive Director)
Registered Office
	1 Springbank Rd
	Springbank Industrial Estate
	Dunmurry
	Belfast
	BT17 0QL
Company Secretary	James Fair
Nominated adviser and broker	Allenby Capital Limited
	5 St. Helen's Place
	London
	EC3A 6AB
Legal advisers to the Company	DLA Piper UK LLP
	160 Aldersgate Street
	London
	EC1A 4HT
Legal advisers to the nominated	Charles Russell Speechlys LLP
adviser and broker	5 Fleet Place
	London
	EC4M 7RD
Registrars	Link Market Services Limited
	Central Square
	29 Wellington Street
	Leeds
	LS1 4DL

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