Itaconix : Circular and Notice of General Meeting 2022

Itaconix plc

(the "Company")

(Registered in England and Wales with company number 08024489)

Fieldfisher, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom

8 June 2022

Dear Shareholder,

ANNUAL GENERAL MEETING 2022

I am pleased to advise that the Company's Annual General Meeting ("AGM") will be held at the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom on Friday 1 July 2022 at 1.00 p.m.

All shareholders are welcome to attend and are asked to arrive at the venue no later than 12.45 p.m.

There will be an opportunity for shareholders to speak with Directors at the meeting.

The formal notice of the AGM commences on page 2 and sets out the business to be transacted. An explanation of each of the resolutions set out in the notice of the AGM is included on pages 6 to 10.

ACTION TO BE TAKEN

A proxy form for use by shareholders in connection with the AGM is enclosed.

Whether or not you propose to attend the AGM, you are requested to complete and return the form in accordance with its instructions so that it arrives no later than 48 hours before the time appointed for holding the AGM.

If you complete and return the proxy form, you can still attend and vote at the AGM in person if you wish.

RECOMMENDATION

Your Directors consider each of the resolutions set out in the notice of the AGM to be in the best interests of the Company and its shareholders as a whole.

Accordingly, the Directors recommend that you vote in favour of such resolutions, as they intend to do in respect of their own beneficial shareholdings.

In making this recommendation, each Director will abstain in relation to any resolution in which he has a personal interest.

Yours faithfully

James Barber

Chairman

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Itaconix plc (the "Company") will be held at the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London, EC4R 3TT, United Kingdom on Friday 1 July 2022 at 1.00 p.m. (the "AGM") to consider and, if thought fit, to pass the following resolutions, of which resolutions 1 to 11 will be proposed as ordinary resolutions of the Company and resolution 12 will be proposed as a special resolution of the Company:

1. To receive and consider the Company's Annual Report and Financial Statements for the year to 31 December 2021 (excluding the Directors' Remuneration Report).
2. To receive and consider the Directors' Remuneration Report contained in the Annual Report and Financial Statements for the year to 31 December 2021.
3. To re-appoint John R. Shaw as a Director of the Company.
4. To re-appoint John I. Snow III as a Director of the Company.
5. To re-appoint Charlean Gmunder as a Director of the Company.
6. To reappoint BDO LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next AGM at which accounts are laid before the Company.
7. To authorise the Directors to determine the remuneration of the auditors.
8. THAT every existing 10 ordinary shares of £0.01 each in the capital of the Company in issue and shown in the register of members of the Company at 6.00 p.m. (London time) on such date as the Directors may determine (the "Existing Ordinary Shares") be consolidated into one ordinary share of £0.10 in the capital of the Company, such ordinary shares having the same rights, and being subject to the same restrictions, as the Existing Ordinary Shares, as set out in the articles of association of the Company, provided that at the date of consolidation the closing mid-market price of the Existing Ordinary Shares is not less than £0.04 and that this power shall expire on 30 June 2023.
9. To approve the amendment and restatement of the Itaconix plc 2019 Equity Incentive Plan in substantially the form submitted at this meeting and attached to this notice.
10. To approve and adopt the Itaconix plc 2022 Equity Participation Plan for Non-Employees in substantially the form submitted at this meeting and attached to this notice.
11. THAT , in substitution for any existing authorisation under section 551 of the Companies Act 2006 (the "Act") but without prejudice to the exercise of any such authorisation prior to the date of this resolution, the Directors of the Company are generally and unconditionally authorised in accordance with that section to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (all of which transactions are hereafter referred as an allotment of "Relevant Securities"):
12. 1. comprising equity securities (within the meaning of section 560 (1), (2) and (3) of the Act), up to an aggregate nominal amount of £3,000,862.83 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to
       paragraph (b) of this resolution) in connection with an offer to all holders of ordinary shares in the capital of the Company ("Ordinary Shares") in proportion (as nearly as may be) to the respective numbers of Ordinary Shares held by them (but subject to such exclusions, limits or restrictions or other arrangements as the Directors of the Company may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in or under the laws of any territory, or the requirements of any regulatory body or any stock exchange in any territory or otherwise howsoever); and
    2. up to an aggregate nominal amount of £1,500,431.41 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a) of this resolution in excess of £1,500,431.41),

in each case for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at midnight on the date falling 15 months after the date of the passing of this resolution or at the conclusion of the next AGM of the Company following the

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passing of this resolution, whichever occurs sooner, provided that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such Relevant Securities to be allotted after such expiry, variation or revocation and the Directors may allot Relevant Securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired or been varied or revoked.

12. THAT, subject to and conditional upon the passing of resolution 11, the Directors be and they are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority conferred by resolution 11 as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that such power:

1. shall, subject to the continuance of the authority conferred by resolution 11, expire at midnight on the date falling 15 months after the date of the passing of this resolution or at the conclusion of the next AGM of the Company following the passing of this resolution, whichever occurs sooner, but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied; and
2. shall be limited to:
3. 1. the allotment of equity securities pursuant to a rights issue, open offer, scrip dividend scheme or other pre-emptive offer or scheme which is in each case in favour of holders of Ordinary Shares and any other persons who are entitled to participate in such issue, offer or scheme where the equity securities offered to each such holder and other person are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held or deemed to be held by them for the purposes of their inclusion in such issue,
      offer or scheme on the record date applicable thereto, but subject to such exclusions or other arrangements as the Directors may deem fit or expedient to deal with fractional entitlements, legal or practical problems under the laws of any overseas territory, the requirements of any regulatory body or stock exchange in any territory, shares being represented by depositary receipts, directions from any holders of shares or other persons to deal in some other manner with their respective entitlements or any other matter whatever which the Directors consider to require such exclusions or other arrangements with
      the ability for the Directors to allot equity securities not taken up to any person as they may think fit; and
   2. the allotment of equity securities for cash otherwise than pursuant to sub paragraph (b)(1) up to an aggregate maximum nominal amount of £675,194.13.

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Notes

1. A shareholder is entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to attend, speak and
   vote instead of him or her. The proxy need not be a member of the Company. Where a shareholder appoints more than one proxy, each proxy must be appointed in respect of different shares comprised in his or her shareholding which must be identified on the proxy form. Each such proxy will have the right to vote on a poll in respect of the number of votes attaching to the number
   of shares in respect of which the proxy has been appointed but such proxies will only be entitled to one vote between them on a poll. The proxy who is to exercise the one vote on a poll must be identified on the appropriate proxy form. Where more than one
   joint shareholder purports to appoint a proxy in respect of the same shares, only the appointment by the most senior shareholder will be accepted as determined by the order in which their names appear in the Company's Register of Members. If you wish your proxy to speak at the meeting, you should appoint a proxy other than the Chairman of the meeting and give your instructions to that proxy.
2. You can vote either:
3. 1. by logging on to www.signalshares.com and following the instructions below;
   2. You may request a hard copy form of proxy directly from the registrars, Link Group on tel: 0371 664 0300. Calls are charged
      at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
   3. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
4. You may vote electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or
   register if you have not previously done so. To register you will need your Investor Code which is detailed on your share certificate or available from Link Group whose contact details are set out in the notes to the enclosed Notice of Annual General Meeting. For an electronic proxy appointment to be valid, your vote must be received by no later than 1.00 p.m. on 29 June 2022.
5. To be effective an instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such authority) must be deposited at the offices of Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL so as to be received no later than 1.00 p.m. on 29 June 2022 except that: (a) should the meeting be adjourned, such deposit may be made not later than 48 hours before the time of the adjourned meeting; and (b) in the case of a poll taken more than 48 hours after it was demanded, such deposit may be made not later than 24 hours before the time appointed for the taking of the poll.
6. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by
   means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or
   to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of the proxy appointments specified in the notice of
   meeting. For this purpose, the time of receipt will be taken by the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the
   manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by a particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
7. Any corporation which is a member can authorise one or more person(s) to act as its representative(s) at the meeting.
8. An abstention (or "vote withheld") option has been included on the Form of Proxy. The legal effect of choosing the abstention option on any resolution is that the shareholder concerned will be treated as not having voted on the relevant resolution. The number of votes in respect of which there are abstentions, will however, be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.
9. In accordance with Regulation 41 of the Uncertified Securities Regulations 2001, the Company specifies that only those shareholders registered in the register of members of the Company as at 1.00 p.m. on 29 June 2022 or, in the event that the meeting is adjourned, in such register not later than 48 hours before the time of the adjourned meeting, shall be entitled to attend, or vote (whether in person or by proxy) at the meeting in respect of the number of shares registered in their names at the relevant time. Changes after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.
10. If you are a person who has been nominated under section 146 of the 2006 Act to enjoy information rights, you may have a right, under an agreement between you and the shareholder who has nominated you, to be appointed or to have someone else appointed for you as a proxy for the meeting. If you do not have such a right, or you do have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the shareholder who nominated you as to the exercise of the voting rights attached to the ordinary shares in respect of which you have been nominated.
11. As at 6 June 2022, being the last practicable date before the publication of this notice, the Company's issued share capital consists of 450,129,425 ordinary shares, carrying one vote each. No shares are held as treasury shares and therefore the total number of votes at such date is 450,129,425.
12. Copies of Directors' service contracts and letters of appointment will be available for inspection for at least 15 minutes prior to the meeting and during the meeting.
13. If you have any questions, please call us on 0871 664 0300. Calls cost 12p per minute plus your phone company's access
    charge. If you are outside the United Kingdom, please call +44 371 664 0300. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

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