Malvern International : Notice of General Meeting

On 1 April 2021, the Company announced that it had conditionally raised approximately £1.7 million before expenses through the Fundraising by the issue of 850,150,000 New Ordinary Shares at a price of 0.2 pence per share. The Fundraising consists of the Placing and the Subscription. The Fundraising is being implemented in two tranches, the Firm Fundraise and the Conditional Fundraise.

The Firm Fundraise comprising the placing and subscription of 240,933,450 New Ordinary Shares, at the Issue Price. A total of £0.48 million, before expenses, has been raised by way of the Firm Fundraise utilising the existing share authorities granted at the 2020 AGM. The Firm Placing is conditional on compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of First Admission.

The Conditional Fundraise comprises the placing and subscription of 609,216,550 New Ordinary Shares at the Issue Price. The Conditional Fundraise will raise approximately £1.22 million before expenses. The Conditional Fundraise is conditional, inter alia, upon Shareholders approving Resolution 1 at the General Meeting, compliance by the Company in all material respects of its obligations under the Placing Agreement and the occurrence of First Admission and Second Admission.

The Issue Price represents a discount of approximately 13 per cent. to the closing mid-market price of 0.23 pence per Existing Ordinary Share on 30 March 2021, being the latest practicable date prior to the announcement of the Fundraising.

The purpose of this document is to provide you with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of Resolution 1 to approve the Conditional Placing and other Resolutions to be proposed at the General Meeting.

A notice convening the General Meeting to approve the Resolutions is set out at the end of this document

In light of public health advice in response to the COVID-19 outbreak, including to limit travel, and public gatherings, the Company strongly encourages all Shareholders to submit their Form of Proxy appointing the Chairman of the meeting as proxy rather than attend the meeting in person. Only the formal business of the Resolutions will be carried out at the meeting. Shareholders who seek to attend the General Meeting will not be admitted.

2.Background to and reasons for the Fundraising

In its June 2020 Fundraise the Company indicated that it expected its trading would be interrupted for some time by COVID-19 and was working on the assumption that levels of business would not return to normal