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HEMOGENYX PHARMACEUTICALS PLC

AGM Information Jun 30, 2022

4938_dva_2022-06-30_f4d56b70-eaf6-4525-a958-eef690b9f5ff.pdf

AGM Information

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HEADQUARTERS 5 Fleet Place London EC4M 7RD

TEL: +44 (0)1727 627627 https://hemogenyx.com

RESEARCH 760 Parkside Ave., Ste.212 Brooklyn, NY 11226 Unites States of America

TEL: +1 (347) 715-9388 [email protected]

COMPANY NUMBER 08401609

ORDINARY AND SPECIAL RESOLUTIONS OF HEMOGENYX PHARMACEUTICALS PLC ("COMPANY")

PASSED ON 30 JUNE 2022

At the annual general meeting of the Company duly convened and held at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR on 30 June 2022 at 2.00 p.m., the following resolutions were duly agreed and passed by the members as an ordinary resolution and special resolutions of the Company:

ORDINARY RESOLUTION

  1. To authorise the board of directors (the "Board" or the "Directors"), generally and unconditionally for the purpose of section 551 of the U.K. Companies Act 2006 (the "Companies Act") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to £3,265,830.74 in nominal value of ordinary shares of £0.01 each in the capital of the Company provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the earlier of the date falling 15 months from the date of the passing of this Resolution or the conclusion of the Company's next annual general meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.

All previous authorities conferred upon the Directors to allot shares in the Company or to grant Rights are revoked subject to any allotment, offer or agreement which would or might require equity securities or other securities to be allotted after the expiry of such period already made pursuant thereto and without prejudice to any allotment of the shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

Hemogenyx Pharmaceuticals plc is registered in England and Wales as company number 08401609 Registered office: 5 Fleet Place, London, EC4M 7RD

SPECIAL RESOLUTIONS

  1. To authorise the Directors, subject to the passing of Resolution 6, and in accordance with the power conferred on the Directors by the Company's articles of association, to allot equity securities (as defined in the Companies Act) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that such authority shall be limited to:

(a) the allotment of equity securities in connection with an offer or issue of equity securities to or in favour of (i) holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings and (ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities; and

(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to Resolution 7(a) above) up to an aggregate nominal amount of £1,959,498.64

in each case, including any arrangements in connection with any issue of equity securities as they deem necessary or expedient (a) to deal with equity securities representing fractional entitlements, (b) to deal with legal or practical problems in the laws of any territory, or (c) the requirements of any regulatory body, on the basis that this authority shall apply until (unless previously renewed, varied or revoked by the Company at a general meeting) the earlier of the date falling 15 months from the date of the passing of this Resolution or the conclusion of the Company's next annual general meeting, save that the Company shall be entitled to make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold pursuant to Resolutions 2(a) and 2(b) before the expiry of its power to do so, and the Directors shall be entitled to issue or sell from treasury the equity securities pursuant to any such offer or agreement after that expiry date.

  1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice during the period from the date of the passing of this resolution until the conclusion of the next Annual General Meeting of the Company.

Andrew Wright Company Secretary For and on behalf of HEMOGENYX PHARMACEUTICALS PLC

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