Novacyt : Convening notice for 21st June 2022

English translation for information purposes only the French version shall prevail and be the only binding version

NOVACYT

Limited company with registered capital of 4,708,416.54 euros

Registered office: 13 avenue Morane Saulnier - 78140 Vélizy-Villacoublay

491 062 527 Versailles Trade and Companies Register

(hereinafter the "Company" or "Novacyt")

TEXT OF THE RESOLUTIONS

AGENDA

1. RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING
2. • Board of Directors' Management Report and presentation by the Board of Directors of the financial statements and operations for the year ended 31 December 2021,
   • Statutory Auditor's general report on the performance of its assignment during the year ended 31 December 2021,
   • Statutory Auditor's special report on the agreements referred to in Articles L. 225-38et seq. of the French Commercial Code,
   • Approval of the Company's individual financial statements for the year ended 31 December 2021 (Resolution No. 1),
   • Approval of the Company's consolidated financial statements for the year ended 31 December 2021 (Resolution No. 2),
   • Allocation of the Company's loss for the year ended 31 December 2021 (Resolution No. 3),
   • Authorization of the related parties agreements referred to in Articles L. 225-38et seq. of the French Commercial Code (Resolution No. 4),
   • Discharge to the Board of Directors (Resolution No. 5),
   • Authorisation for the Company to buy back its own shares (Resolution No. 6),
   • Ratification of the appointment of a member of the Board of Directors (Resolution No. 7),
   • Amount of remuneration allocated to members of the Board of Directors for the year ended 31 December 2021 (Resolution No. 8),
   • Amount of remuneration to be allocated to members of the Board of Directors from 1 January 2022 (Resolution No. 9),
   • Powers for formalities (Resolution No. 10).

1. RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING
2. • Board of Directors' report to the Extraordinary General Meeting,
   • Statutory Auditor's special reports,
   • Delegation of authority granted to the Board of Directors for the purpose of allocating free shares, existing or new, for the benefit of employees of the Company and of related companies and corporate officers (Resolution No. 11),

• Delegation of authority granted to the Board of Directors for the purpose of granting options to subscribe for and/or purchase shares of the Company, to corporate officers and employees of the Company or of companies in the group, involving the waiver by shareholders of their preferential subscription right to shares issued following the exercise of subscription options (Resolution No. 12),
• Overall limit on delegations relating to free shares and subscription or purchase options (Resolution No. 13),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares of the Company and/or transferable securities giving access to the share capital of the Company, with cancellation of shareholders' preferential subscription rights in favour of specific categories of persons (Resolution No. 14),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares of the Company and/or transferable securities giving access to the share capital of the Company, with cancellation of shareholders' preferential subscription rights through an offer referred to in Article L411-2 of the Monetary and Financial Code (private placements) (Resolution No. 15),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares and/or transferable securities giving immediate and/or deferred access to the capital of the Company, with cancellation of shareholders' preferential subscription rights and public offerings (Resolution No. 16),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares of the Company and/or transferable securities giving access to the share capital of the Company, with preferential subscription rights (Resolution No. 17),
• Authorisation to the Board of Directors, in the event of a capital increase, with or without shareholders' preferential subscription rights, to increase the number of securities to be issued (Resolution No. 18),
• Overall ceiling on delegations of authority (Resolution No. 19),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares and/or securities giving access to the Company's capital for the benefit of members of a employees' savings plan (Resolution No. 20),
• Powers for formalities (Resolution No. 21).

Text of the resolutions

• RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

First resolution (Approval of the Company's individual financial statements for the year ended 31 December 2021)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having deliberated on the basis of (i) the Board of Directors' Management Report for the year ended 31 December 2021,

1. the Board of Directors' report to the General Meeting and (iii) the Statutory Auditor's general report on the Company's individual financial statements for the year ended 31 December 2021,

approves the operations reflected in the annual financial statements or summarised in those reports, as well as the parent Company's individual financial statements for the year ended 31 December 2021 as presented by the Board of Directors, and which show a net accounting loss of 1,785,821 euros.

Approves the expenditures referred to in Articles 39-4 and 223 quater of the French General Tax Code amounting to 142 euros for the year ended 31 December 2021.

Second resolution (Approval of the Company's consolidated financial statements for the year ended 31 December 2021)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having deliberated on the basis of (i) the Board of Directors' Management Report for the year ended 31 December 2021,

1. the Board of Directors' report to the General Meeting and (iii) the Statutory Auditor's general report on the Company's consolidated financial statements for the year ended 31 December 2021, approves the operations reflected in the consolidated financial statements or summarised in those reports, as well as the consolidated financial statements for the year ended 31 December 2021 as presented by the Board of Directors, and which show a loss of 9,728,000 GBP.

Third resolution (Allocation of the Company's loss for the year ended 31 December 2021)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having deliberated on the basis of (i) the Board of Directors' report to the General Meeting and (ii) the Statutory Auditor's general report, resolves to allocate the net accounting loss of 1,785,821 euros for the year ended 31 December 2021 to the retained earnings account, which now represents an amount of 52,043,669 euros, and resolves not to pay a dividend for the year.

The General Meeting acknowledges that no dividend has been paid in respect of the past three financial years.

Fourth resolution (Authorization of the related-parties' agreements referred to in Articles L. 225-38et seq. of the French Commercial Code)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having deliberated on the basis of the Statutory Auditor's special report on the agreements falling under Articles L.225-38et seq. of the French Commercial Code, approves and/or ratifies the conclusions of said report and the agreements mentioned therein pursuant to the provisions of Articles L. 225-38 and L. 225-42 of the French Commercial Code.

Fifth resolution (Discharge to the Board of Directors) - The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, accordingly gives full and unreserved discharge to the Board of Directors of the Company.

Sixth resolution (Authorisation for the Company to buy back its own shares)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having deliberated on the basis of the Board of Directors' report, authorises the Board, with the power to sub-delegate under the conditions provided for in Articles L. 22-10-62et seq. of the French Commercial Code, to purchase shares of the Company as part of a share buyback programme.

The Meeting resolves that:

• the maximum purchase price per share (excluding fees) is set at 12 euros; and
• the maximum number of shares that may be purchased pursuant to this authorisation shall not exceed 10% of the total number of shares representing the share capital of the Company, which based on the share capital as of June 21, 2022 corresponds to 7 062 624 shares.

The General Meeting delegates to the Board of Directors, with the power to sub-delegate under the conditions provided for in Article L. 22-10-62 of the French Commercial Code, in the event of a change in the par value of the share, a capital increase by incorporation of reserves, free allocation of shares, division or consolidation of securities, distribution of reserves or any other asset, amortisation of capital or any other capital transaction, the power to adjust the aforementioned purchase price to take into account the impact of such transactions on the price per share.

The General Meeting resolves that the Company's share purchases must meet the following conditions:

• the maximum number of shares that may be purchased pursuant to this authorisation shall not exceed 10% of the total number of shares representing the share capital of the Company or, as regards purchases made with a view to holding and subsequently delivering shares in payment or exchange as part of a merger, spin-off or transfer, 5% of the total number of shares representing the share capital of the Company, it being specified that (i) such ceilings apply to the share capital of the Company that will, where necessary, be adjusted to take into account capital transactions after this Meeting and, (ii) when the shares are purchased to promote liquidity under the conditions defined by the General Regulation of the Autorité des Marchés Financiers and AIM Rules, the number of shares taken into account for the calculation of the aforementioned 10% ceiling corresponds to the number of shares purchased less the number of shares sold for the duration of the authorisation; and
• the Company may not, following such purchases hold, at any time whatsoever, directly or indirectly, more than 10% of its own share capital.

The purpose of this authorisation is to allow the Company, in accordance with the applicable legal and regulatory provisions, to:

1. hold the shares of the Company that have been purchased and subsequently deliver them in exchange or payment for acquisitions, in compliance with stock market regulations;
2. deliver shares upon the exercise of rights attached to securities giving access to the Company's capital;
3. allocate shares to employees or corporate officers of the Company and its subsidiaries under the conditions set by and in accordance with the procedures provided by law, in particular for the allocation of free shares, profit sharing, stock option plans or company savings plans;
4. ensure liquidity and manage the secondary market for the Company's securities, such management being carried out by an investment services provider acting within the framework of a liquidity contract compliant with the code of ethics recognised by the Autorité des Marchés Financiers and AIM;
5. cancel all or part of the shares bought back,

1. fulfil any other purpose authorised or that may be authorised by law, or recognised or that may be recognised as a market practice by the Autorité des Marchés Financiers and AIM; in such cases, the Company shall inform its shareholders by way of a press release.

In addition, the Meeting grants all powers to the Board of Directors, with the power to sub-delegate under the conditions provided for in Article L. 22-10-62 of the French Commercial Code, to decide on and implement this authorisation, to specify, where necessary, the terms, and notably to place all orders on the stock market or off- market, allocate or reassign the shares purchased to the various objectives pursued pursuant to the applicable legal and regulatory provisions, enter into any and all agreements, in particular, with a view to the keeping records of share purchases and sales, carrying out all formalities and filing all declarations with all bodies, in particular the Autorité des Marchés Financiers and AIM, and generally, do all necessary for the purpose of carrying out the transactions performed pursuant to this authorisation.

The General Meeting also confers all powers to the Board of Directors, if the law or the Autorité des Marchés Financiers were to extend or supplement the objectives authorised for share buyback programmes, to extend such programme accordingly and to inform the public, in accordance with the applicable legal and regulatory provisions, of any modifications to the programme.

This authorisation is granted for a period of 18 months from the date of this Meeting.

This authorisation cancels any previous authorisation with the same purpose which has not been acted upon before the date of the Meeting, and in particular the delegation granted under the terms of the 6th resolution adopted by the combined general meeting dated 18 October 2021.

Seventh resolution (Ratification of the appointment of a member of the Board of Directors)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, and acknowledging that Mr: David Allmond has been appointed by the Board of Directors by a decision dated 18 October 2021, to replace Mr. Graham Mullis who had resigned,

resolves to ratify the appointment of Mr. David Allmond as Director of the Company for a three year period expiring at the end of the Ordinary General Meeting to be held in 2024.

Eight resolution (Amount of remuneration allocated to members of the Board of Directors for the year ended 31 December 2021)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, on the basis the Board of Directors' report, resolves to ratify the amount of aggregate annual remuneration paid to Directors for 2021 financial year, namely the global sum of 296,058.50 euros.

Ninth resolution (Amount of remuneration to be allocated to members of the Board of Directors from 1 January 2022)

The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having deliberated on the basis of the Board of Directors' report, resolves to set, as from 1 January 2022, the maximum annual aggregate amount of remuneration to be allocated to members of the Board of Directors at 320,000 pounds sterling.

The General Meeting authorises the Board of Directors to distribute all or part of this sum among its members according to the terms it will set.

This decision which is applicable to the current financial year will be maintained during subsequent financial years until a further decision is made.