Integrated Diagnostics : EGM Circular 2020

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, the Financial Services (Jersey) Law 1998 if you are resident in Jersey or, if not, from another appropriate authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares, please forward this Circular 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

Proposed listing of Shares on the Egyptian Exchange

Proposed Subdivision of Share Capital

Authority to allot Equity Securities

Disapplication of Pre-emption Rights

NOTICE OF EXTRAORDINARY GENERAL MEETING 2020

Shareholders should read the whole of this Circular. Your attention is drawn to the letter from the Chairman of the Company in Part 1 of this Circular which recommends that you vote in favour of the resolutions to be proposed at the EGM.

Notice of the Extraordinary General Meeting of the Company to be held at the Headquarters of IDH Integrated Diagnostics Holdings, Building B216-F7, Smart Village, Giza, Egypt on Wednesday, 23 December 2020 at 1.00 pm (GMT) / 3.00 pm local time (EET) is set out in Part 2 of this Circular.

Due to the ongoing restrictions and safety concerns as a result of the COVID-19 pandemic, the EGM will be run as a closed meeting with Shareholders unable to attend the meeting in person. Shareholders are therefore strongly encouraged to submit their proxy votes online online at www.signalshares.comor in accordance with the instructions set out in note 2 of the Explanatory Notes to the Notice of EGM. All proxy instructions must be received no later than 1.00 pm (GMT) on Monday, 21 December 2020 (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).

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 EGM. Should Shareholders wish to submit questions to the Board prior to the deadline for proxy voting they can do

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so, and these will be responded to on an individual basis. In addition, the Board will offer shareholders the opportunity to dial into the EGM, 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 email [e-mail] close of business on Wednesday, 16 December 2020.

This Circular is not a prospectus and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of the Company in any jurisdiction, including (without limitation) the United States, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever in any jurisdiction, including (without limitation) the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and (if issued) may not be offered, sold, pledged, delivered or otherwise transferred, directly or indirectly, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of any such securities in the United States.

The distribution of this Circular in certain jurisdictions may be restricted by law and persons into whose possession this Circular comes should inform themselves about and observe any relevant restrictions. In particular, subject to certain exceptions, this Circular is not for distribution, directly or indirectly, in, into or from the United States, Canada, South Africa or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. This Circular is and may be communicated only to (and is directed only at) persons to whom such communication may lawfully be made.

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PART 1

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 enclose the Notice of the Extraordinary General Meeting (the "EGM") of Integrated Diagnostics Holdings Plc (the "Company") which will be held at the Headquarters of IDH Integrated Diagnostics Holdings, Building B216-F7, Smart Village, Giza, Egypt on Wednesday, 23 December2020 at 1.00 pm (GMT) / 3.00 pm local time (EET) (the "Notice of EGM"). A copy of this Notice of EGM can be viewed on our website at www.idhcorp.com.

BUSINESS OF THE EGM

The Company announced on 17 November 2020 that it was contemplating a possible dual listing of its ordinary shares (the "Shares") on the Egyptian Exchange (the "EGX"), in relation to which it was examining possible transaction structures. I am pleased to confirm that the Company now intends to proceed with the proposed dual listing on the EGX (the "Dual Listing"). It is proposed that the Dual Listing will be facilitated by way of a placing of Shares representing around 5 per cent. of the Company's existing issued share capital (the "Placing Shares") to new investors on the EGX, including Egyptian institutional investors and retail investors through a share offering and placement (the "Placing" and together with the Dual Listing, the "Transaction"). Although the Company is considering the optimal transaction structure, the Placing Shares may comprise either new Shares, existing Shares to be sold by the Company from treasury following a buyback or existing Shares to be sold by current Shareholders, or a combination thereof subject to further discussion and confirmation with the relevant regulatory bodies. Shares would be traded on the EGX in Egyptian pounds.

The directors of the Company (the "Board" or the "Directors") believe that the Dual Listing would be complementary to the current listing of the Company's Shares on the London Stock Exchange (the "LSE") and offer Egypt-based investors an opportunity to capitalize on the Company's strong growth and prospects and widen its investor base across an enlarged pool of geographically diverse investors. This is expected to lead to increased participation from local retail and institutional investors as well as global emerging markets specialists who regularly invest via the EGX. The Directors further believe that the Dual Listing would additionally improve liquidity and drive up volumes in the Company's shares while simultaneously increasing its local visibility in a market where the Company generates the majority of its business.

Following completion of the proposed Transaction, the Company will remain fully committed to meeting the high standards of disclosure expected of companies listed in the United Kingdom and Egypt.

In order to facilitate the Transaction, certain approvals are being sought from Shareholders to: (i) approve the listing of the Shares on the EGX, as generally required by Egyptian regulations and related practices,

1. undertake a subdivision of the Company's issued share capital, pursuant to which each Share will be subdivided into four Shares (the "Subdivision"), with the intention of bringing the trading price of the Shares more in line with typical trading prices of shares on the EGX; (iii) in order to reflect the Subdivision and in replacement of the authority previously granted to the Directors at the Company's 2020 annual general meeting which took place on 23 June 2020 (the "2020 AGM"), authorise the Directors to allot Shares representing up to 20 per cent. of the Company's issued share capital; (iv) in order to reflect the Subdivision and in replacement of the authority previously granted to the Directors at the 2020 AGM, to authorise the Directors to allot shares representing up to 5 per cent. of the Company's issued share capital as if pre-emption rights did not apply and (v) in order to reflect the Subdivision and in replacement of the authority previously granted to the Directors at the 2020 AGM, approve certain on market share buy backs by the Company of up to 10 per cent. of the issued share capital of the Company including the holding of such Shares as treasury shares. Further details of these proposals are set out below.

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In addition to the approvals required from Shareholders, the Dual Listing is subject to completing a number of steps and registrations, including but not limited to approval by the Egyptian Financial Regulatory Authority (the "FRA") and the EGX. The Company is targeting to complete the Dual Listing by end of H1 2021. However, there can be no guarantee that such approvals will be received in a timely fashion or at all, in which case the Dual Listing would not take place.

LISTING OF SHARES ON THE EGX - Resolution 1

Under relevant Egyptian regulations and practice, it is generally required and the practice that prior to listing Shares on the EGX, the Company obtains the approval of Shareholders. Accordingly, in order to facilitate the Dual Listing, Resolution 1 proposes that Shareholders approve the listing and offering of the Shares on the EGX.

The other Resolutions described below are all conditional on this Resolution being approved.

SUBDIVISION - Resolutions 2 and 3

It is noted that the Company's share price as at close of business on 3 December 2020, being the last practicable date prior to publication of this Circular, was US$3.75. It is noted that securities generally trade on the EGX a substantially lower prices, with the average trading price of EGX traded shares being approximately E£8 - 10 (approximately US$0.5 - 0.6) over the course of last year. It is also noted that a significant proportion of investors on the EGX are retail investors, who may be unwilling or unable to purchase securities at significantly higher denominations.

As such, in order to ensure that the trading price of the Company's Shares is more in line with typical trading prices on the EGX, which the Directors believe will therefore promote the success of the Dual Listing and the Placing, it is proposed to undertake a subdivision of the Company's existing share capital.

As at the date of the Circular, the Company's authorised share capital comprises 180,000,000 Shares of US$1.00 each in the capital of the Company, of which 150,000,000 Shares are currently in issue. It is proposed that each Share, whether issued or not, be subdivided into four Shares, of US$0.25 each.

Following the Subdivision, the Company's authorised share capital would comprise 720,000,000 Shares of US$0.25 each, of which 600,000,000 Shares would be in issue immediately following the Subdivision (excluding any new Shares which may be issued pursuant to the Placing). The Subdivision is expected to be effective from the day following the EGM, subject to being approved, with the subdivided Shares being credited in CREST that day and share certificates reflecting the Subdivision being dispatched within 5 business days. A new International Securities Identification Number (ISIN) will also be obtained in respect of the subdivided Shares.

AUTHORITY TO ALLOT AND DISAPPLICATION OF PRE-EMPTION RIGHTS - Resolutions 4 and 5

At the 2020 AGM, Shareholders authorised the Directors for the purpose of article 12 of the Articles of Association 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 49,500,000 Shares, being 33 per cent. of the then issued share capital of the Company, with such authority, unless previously renewed, varied or revoked, to expire at the conclusion of the Company's next annual general meeting following the 2020 AGM.

In order to reflect the Subdivision and in replacement of the authority previously granted to the Directors at the 2020 AGM referred to above, Resolution 4 proposes that such authority is replaced by a revised authority such that the Directors will be authorised to issue and allot up to 120,000,000 Shares, being 20 per cent. of the issued share capital of the Company following the Subdivision. This authority has been reduced from 33 per cent. to 20 per cent. to more accurately reflect the authorized share capital of the Company following the Subdivision. The authority would expire at the earlier of the conclusion of the Company's next annual general meeting following the EGM or 23 September 2021.

The Shareholders further authorised the Directors 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) such that pre-emption rights (as set out in article 13.1 of the Articles of Association) shall not apply, provided that such authority and power shall be limited to:

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