Arix Bioscience : Proxy form for AGM 2023

Arix Bioscience plc - Form of Proxy

Please refer to the notes on the reverse of the attendance card before completing the form I/We, being a member of the Company, hereby appoint the Chairman of the Annual General Meeting (see note 2 overleaf) or

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 13.00pm on Tuesday 23 May 2023 and at any adjournment thereof. I have indicated with an 'X' how I/we wish my/our votes to be cast on the following Resolutions.

Resolutions

1. To receive the Directors' report and the accounts of the Company for the year ended 31 December 2022.

2. To approve the Directors' Remuneration Report

Attendance Card for the Annual General Meeting

1. To re-elect Peregrine Moncreiffe as a Director.
2. To re-elect Maureen O'Connell as a Director.
3. To re-elect Isaac Kohlberg as a Director.
4. To re-elect Robert Lyne as a Director.
5. To elect Dr. Debra Barker as a Director.
6. To elect Andrew Smith as a Director.
7. To appoint BDO LLP as auditors of the Company.
8. To authorise the Audit and Risk Committee to fix the remuneration of the auditors.
9. To authorise the Directors to allot shares.
10. Authority to disapply statutory pre-emption rights
11. Additional authority to disapply statutory pre-emption rights
12. To authorise the Company to purchase its own shares
13. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

Notes

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting.
   A shareholder so entitled may appoint (a) proxy(ies), who need not be (a) shareholder(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf at the meeting.
2. You can appoint the Chairman of the Annual General Meeting (AGM) or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
3. • To appoint the Chairman as your sole proxy in respect of all your ordinary shares complete any voting instructions but leave all other proxy appointment details blank.
   • To appoint a single proxy in respect of all your ordinary shares other than the Chairman, delete only the words 'the Chairman of the Annual General Meeting' and insert the name of your proxy (who need not be a shareholder of the Company) and complete any voting instructions.
   • To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the registrar or you may photocopy the Form of Proxy. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy and complete any voting instructions. Please also indicate by ticking the box provided on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy should be returned together in the same envelope.

If the box next to the proxy holder's name is left blank, your proxy will be deemed to be authorised in respect of all your ordinary shares.

1. The Form of Proxy gives your proxy or proxies full rights to attend, speak and vote at the AGM.
2. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with Section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
3. If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. If the shareholder is a corporation, the Form of Proxy must be executed under its common seal or signed by an officer or attorney or other person duly authorised by the corporation.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B of the Companies Act 2006, only those persons entered in the Register of Members of the Company (the 'Register') as at 6.30pm on Friday 19 May 2023 (the 'Specified Time') shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares in the capital of the Company registered in their names at that time. Changes to entries on the Register for certificated or uncertificated shares of the Company after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the AGM. Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM. Should the AGM be adjourned for a longer period, to be so entitled, members must have been entered on the Register by 6.30pm on the day which is two business days prior to the adjourned AGM or, if the Company gives notice of the adjourned AGM, at the time specified in such notice.

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1. Corporate Representatives must make themselves known to the registrar before the start of the meeting.
2. Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of the Annual General Meeting.
3. Please indicate with an "X" in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person(s) appointed as a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the AGM.
4. If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of ordinary shares to be voted or withheld from voting by him or her.
5. The 'Vote withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
6. Any alterations to this Form of Proxy should be initialled.
7. All Forms of Proxy must be signed, dated and returned to the Company's registrar, Equiniti Limited.
8. In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the joint holding.
9. To be valid the Form of Proxy (together with any authority under which it is executed, or a copy of the authority certified by a notary) must be received by the Company's registrar, Equiniti Limited, no later than 13.00pm on Friday 19 May 2023 or by no later than 48 hours, excluding non-business days, prior to the date of any adjourned meeting.
10. Please return the Form of Proxy to the address shown on the back of the Form. Alternatively, you can return it in an envelope using the following address: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
11. If Equiniti Limited receive more than one valid Form of Proxy in respect of the same ordinary shares, they will accept the last one. They cannot accept Forms of Proxy returned by fax.
12. The CREST electronic proxy appointment service is available for this AGM. To use this service CREST members should transmit a CREST proxy instruction, utilising the procedures described in the CREST Manual, so as to reach the Company's registrar, Equiniti Limited, CREST participant ID RA19 by no later than 13.00pm on Friday 19 May 2023 or in the case of any adjournment not later than 48 hours, excluding non-business days, before the time fixed for the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti Limited is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001. For further information relating to the CREST proxy system, please refer to the CREST manual (available via www. euroclear. com) and the notes to the Notice of the Annual General Meeting.
13. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 13.00pm on Friday 19 May 2023 (excluding non-business days) in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.