Integrated Diagnostics : AGM Circular 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares, please forward this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Shares, you should retain these documents.

INTEGRATED DIAGNOSTICS HOLDINGS PLC

CHAIRMAN'S LETTER AND NOTICE OF

ANNUAL GENERAL MEETING 2023

Shareholders should read the whole of this document.

Notice of the Annual General Meeting of Integrated Diagnostics Holdings plc (the "Company") to be held at 2 More London Riverside, London, SE1 2JT on 30 May 2023 at 3.00pm BST is set out in this document.

Whether or not you propose to attend the Annual General Meeting, please complete your proxy vote online at https://www.signalshares.com by 3.00pm BST on 25 May 2023 (or, in the case of an adjournment, not later than 48 hours, excluding non-working days, before the time fixed for the holding of the adjourned meeting). Link Group, the company's registrar, has launched a shareholder app: LinkVote+, please refer to page 7 for further instructions.

INTEGRATED DIAGNOSTICS HOLDINGS PLC

LETTER FROM THE CHAIRMAN

Registered Office Address:

12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands

Dear Shareholder,

I am pleased to invite you to the Annual General Meeting ("AGM") of Integrated Diagnostics Holdings Plc (the "Company") which will be held at 2 More London Riverside, London, SE1 2JT on 30 May 2023 at 3.00pm (BST).

BUSINESS OF THE AGM

The business to be conducted at the AGM is set out in pages 3-11 of this document with explanatory notes concerning each of the resolutions ("Notice"). A copy of this Notice and the Company's annual report for the year ended 31 December 2022 can be viewed on our website at www.idhcorp.com.

DIRECTORS

All Directors will retire at the 2023 AGM and seek reappointment or appointment by shareholders. I believe that each of the reappointments proposed in Resolutions 2 to 7 are in the best interest of the Company. The biographical details of each Director are given on pages 92-94 of the Company's annual report for the year ended 31 December 2022 and I hope you will vote in favour of these Resolutions.

VOTING & QUESTIONS

The Board unanimously recommends that you vote in favour of all the Resolutions, as the Directors intend to do in respect of their own beneficial shareholdings where applicable.

The Board remains keen to encourage engagement with Shareholders. To that end, the Directors would like to invite questions from Shareholders in advance of and during the AGM. Should Shareholders wish to submit questions to the Board prior to the deadline for proxy voting they can do so, and these will be responded to on an individual basis. In addition, the Board will offer shareholders the opportunity to dial into the AGM, at which time they can also submit questions to the Board.

Shareholders wishing to access the dial-in facility or submit questions are asked to [e-mail] by close of business on Monday, 22 May 2023.

If you are unable to attend the AGM but would like to vote on the Resolutions, I kindly request for you to submit your proxy vote online at https://www.signalshares.com or in accordance with the instructions set out in note 2 on pages 6 to 8. All proxy instructions must be received no later than 3.00pm BST on 25 May 2023.

Yours faithfully,

LORD ANTHONY ST JOHN, CHAIRMAN

Dated: 4 May 2023

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INTEGRATED DIAGNOSTICS HOLDINGS PLC

(Incorporated in Jersey with registered number 117257)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Integrated Diagnostics Holdings Plc (the "Company") will be held at 2 More London Riverside, London, SE1 2JT on 30 May 2023 at 3.00pm (BST) for the following purposes:-

ORDINARY RESOLUTIONS

1. To receive and consider the Company's Audited Financial Statements, together with the Reports of the Directors and the Auditor for the year ended 31 December 2022.
2. That Lord Anthony Tudor St John, who retires as a director and, being eligible, offers himself for re-election at the AGM, be re-elected.
3. That Dr. Hend El-Sherbini, who retires as a director and, being eligible, offers herself for re-election at the AGM, be re-elected.
4. That Richard Henry Phillips, who retires as a director and, being eligible, offers himself for re-election at the AGM, be re-elected.
5. That Dan Johan Wilmar Olsson, who retires as a director and, being eligible, offers himself for re-election at the AGM, be re-elected.
6. That Hussein Hassan Choucri, who retires as a director and, being eligible, offers himself for re-election at the AGM, be re-elected.
7. That Yvonne Stillhart, who retires as a director and, being eligible, offers herself for re-election at the AGM, be re-elected.
8. To re-appoint PricewaterhouseCoopers LLP as Auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.
9. To authorise the Directors to determine the Auditor's remuneration.
10. THAT, in substitution for all existing and unexercised authorities and powers, the directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of article 12 of the Articles of Association to exercise all or any of the powers of the Company to issue and allot or agree to issue and allot Equity Securities of the Company or to grant rights to subscribe for, or to convert any security into, Equity Securities of the Company up to 120,000,000 ordinary US$0.25 shares, being approximately 20 per cent of the current issued share capital of the Company (the Authorised Allotment Amount), to such persons at such times and generally on such terms and conditions as the directors may determine (subject always to the Articles of Association).
    PROVIDED THAT, this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting save that the directors of the Company may issue and allot or agree to issue and allot Equity Securities, notwithstanding that this authority has expired, if they are allotted in pursuance of an offer or agreement made by the Company before this authority expires, which would or might require Equity Securities to be allotted after this authority expires.
11. THAT pursuant to Article 58A (1)(b) of the Companies (Jersey) Law 1991, the holding by the Company of the Equity Securities purchased to the authority conferred by Resolution 14 as treasury shares in accordance with the provisions of the Companies (Jersey) Law 1991 be approved.
12. THAT the execution and delivery by the Company of any documents that are necessary or expedient in connection with the Company holding the Equity Securities purchased pursuant to the authority conferred by Resolution 11 as treasury shares be approved.

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SPECIAL RESOLUTIONS

13. To consider and, if thought fit, pass the following resolution which, in accordance with Article 3 of the Company's Articles of Association will require a majority of three-fourths of the members voting in person or by proxy on this resolution to be passed:

THAT, subject to and conditional upon the passing of the resolution numbered 10 in the notice convening the meeting at which this resolution was proposed and in substitution for all existing and unexercised authorities and powers, the directors of the Company be and are hereby empowered generally and unconditionally pursuant to article 12.4 of the Articles of Association to allot Equity Securities (whether directly, or by way of options, warrants, convertible instruments or other grant of rights for Equity Securities convertible upon exercise of such options, warrants, convertible instruments or other grant of rights) pursuant to the authority conferred upon them by resolution 10, such that article 13.1 of the Articles of Association shall not apply to the allotment, provided that this authority and power shall be limited to:

1. the allotment of Equity Securities in connection with a rights issue or similar offer in favour of ordinary shareholders where the Equity Securities respectively attributable to the interest of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements, treasury shares, record dates or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body of, any territory;
2. the allotment (otherwise than pursuant to sub-paragraph (i) above) of up to 30,000,000 ordinary shares of US$0.25, representing approximately 5 per cent of the current issued share capital of the Company (the Non Pre-emptive Amount);

and this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting save that the directors of the Company may allot Equity Securities or rights to subscribe for or convert securities into Equity Securities notwithstanding that this authority has expired, if they are allotted in pursuance of an offer or agreement made by the Company before this authority expires, which would or might require Equity Securities to be allotted after this authority expires.

14. To consider and, if thought fit, pass the following resolution which, in accordance with Article 3 of the Company's Articles of Association will require a majority of three-fourths of the members voting in person or by proxy on this resolution to be passed:

THAT the Company is hereby generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of Equity Securities in the capital of the Company on such terms and in such manner as the Directors shall determine provided that:

1. the maximum number of Equity Securities authorised to be purchased is 60,000,000, representing up to 10% of the sum of the issued ordinary share capital of the Company as at the date of this Circular;
2. the minimum price which may be paid for each Equity Security is US$0.25;
3. the maximum price (exclusive of expenses) which may be paid for each Equity Security is, in respect of a share contracted to be purchased on any day, an amount equal to the higher of (i) 105% of the average of the closing middle market quotations for the Equity Securities taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which that Equity Security is to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid for the Equity Security on the London Stock Exchange at the relevant time;

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and this authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company held after the date on which this resolution is passed or, if earlier, at close of business on the day falling 15 months after that date, save that the Company may make a contract to purchase Equity Securities under this authority before this authority expires which will or may be executed wholly or partly after its expiration.

By order of the Board of Directors of Integrated Diagnostics Holdings Plc

LORD ANTHONY ST JOHN, CHAIRMAN

Dated: 4 May 2023

Registered Office Address:

12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands

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