MEDCAW INVESTMENTS PLC

Pre-Annual General Meeting Information • Jun 3, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspects of the proposals referred to in this document or as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, other professional adviser or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in Medcaw Investments plc, please send this document, and the accompanying form of proxy or form of instruction, to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

MEDCAW INVESTMENTS PLC

(Incorporated and registered in England and Wales with registered number 13078596)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the annual general meeting of the Company (the "Annual General Meeting" or "AGM") to be held at 4.00p.m. on 26 June 2025 at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF is set out at the end of this document. A form of proxy for use at the Annual General Meeting accompanies this document and, to be valid, must be completed and returned to the Company at Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible but in any event to be received not later than 4.00 p.m. on 24 June 2024 or 48 hours (excluding non-business days) before any adjourned meeting.

2 June 2025

Dear Shareholder,

Medcaw Investments plc (the "Company") Notice of Annual General Meeting

Please find enclosed the Notice of our AGM ("Notice of AGM") to be held at 4.00 p.m. on 26 June 2025 at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF. The Notice of AGM details a number of resolutions proposed by the Company's Board of Directors (the "Board"), a proxy form for you to complete and explanatory notes which contain information on the resolutions to be proposed at the AGM.

Resolutions 1 to 4 in the Notice of AGM will all be proposed as Ordinary Resolutions. This means that, for each of those Resolutions to be passed on a poll, members representing a simple majority of the total voting rights of the members voting (in person or by proxy), being more than 50%, must vote in favour of the Resolution.

Resolutions 5 and 6 in the Notice of AGM will be proposed as a Special Resolution. For Special Resolutions to be passed on a poll, members representing not less than 75% of the total voting rights of the members voting (in person or by proxy) must vote in favour of the Resolution.

Further details of the resolutions are set out in below.

Attendance and voting

Shareholders are encouraged to attend the meeting in person. The directors will give a business update to shareholders and answer relevant questions at the beginning of the AGM, after which the formal business as set out in the Notice of AGM will be considered.

Shareholders are strongly encouraged to submit a proxy vote in advance of the AGM. You are strongly encouraged to use your right to appoint the Chair of the AGM as your proxy to attend the meeting and vote on your behalf. Please vote online at to www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions, or by filling in the Form of Proxy or the Form of Instruction sent with this Notice and returning it by post to the Company's Registrars as soon as possible at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. The Registrars must receive your Form of Proxy by 4.00 pm. on 24 June 2024. For instructions on proxy voting, please see the notes to the Notice of AGM for information on pages 6 to 8.

The results will be announced via a Regulatory News Service and on the Company's website as soon as practicable following the AGM.

Resolutions to be considered at the annual general meeting

At the AGM, shareholders will be asked to approve the resolutions detailed below.

Resolution 1 – To receive and consider the accounts of the Company together with the reports of the Directors and the auditor of the Company on those accounts for the year ended 31 December 2024

Company law requires the Directors to present the Annual Report and Accounts of the Company to the Company's shareholders in respect of each financial year.

Resolution 2 – To reappoint RPG Crouch Chapman LLP as auditor and authorise the Board to determine its remuneration

The Board recommends to shareholders that RPG Crouch Chapman LLP be re-appointed as the Company's auditor to hold office until the conclusion of the next Annual General Meeting and to authorise the Board, through the Audit Committee, to determine their remuneration.

Resolution 3 - To re-elect Mr Marcus Yeoman as a Director

In accordance with the Company's Articles, Mr Marcus Yeoman will retire by rotation, and being eligible, offers himself up for re-election. Biographical information for Mr Marcus Yeoman can be found on the Company's website: www.medcaw-invest.com.

Resolution 4 - Authority to allot shares

The Company is seeking the flexibility to issue or grant options over or otherwise dispose of shares in the capital of the Company ("shares") and other relevant securities of the Company. The Companies Act 2006 provides that Directors shall only allot shares with the authority of shareholders in general meeting.

Resolution 4 will be proposed as an ordinary resolution for the renewal of the Directors' general authority to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to 22,000,000 Ordinary Shares in the Company, or an aggregate nominal amount of £220,000, representing approximately 100% of the current issued share capital of the Company. This authority is in substitution for all existing authority to issue shares in the Company or to grant rights to subscribe for or to convert any securities into shares in the Company.

This authority will expire at the end of the next AGM of the Company or 15 months after the resolution is passed, whichever is earlier, and it is the directors' intention to seek renewals and/or further authorities to disapply pre-emption rights in subsequent AGMs of the Company.

Resolution 5 - Disapplication of Pre-Emption Rights

Under the Articles, where new Ordinary Shares are proposed to be issued for cash, they must first be offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, where the directors may need the flexibility to issue Ordinary Shares without a fully pre-emptive offer in order to take advantage of business opportunities as they arise. Therefore Resolution 5 seeks authority for the directors to allot 22,000,000 Ordinary Shares in the Company, or an aggregate nominal amount of £220,000, (equal to approximately 100% of the issued voting share capital) for cash as if the pre-emption rights set out in the Articles did not apply to such allotment.

This authority will expire at the end of the next AGM of the Company or 15 months after the resolution is passed, whichever is earlier, and it is the directors' intention to seek renewals and/or further authorities to disapply pre-emption rights in subsequent AGMs of the Company.

Resolution 6 – New Articles of Association

The Directors are seeking approval for the adoption of new articles of association (a copy of which are appended to this Notice) (the "New Articles") for the reasons set out below. Please note that the below is a summary of the principal differences between: (a) the Company's current articles of association (the "Current Articles"); and (b) the New Articles only and is not intended as a comprehensive report of all differences between them. Shareholders are advised to review the Current Articles and the New Articles in full and take legal advice, where appropriate, as to the effect of the proposed adoption of the New Articles.

New Listing Rules

The Company's Ordinary Shares are admitted to the equity shares (shell companies) category of the UK Financial Conduct Authority's Official List. Pursuant to the new Listing Rules published by the UK's Financial Conduct Authority (the "Listing Rules") (in particular UKLR 13.2.1R), the constitution of a shell company must provide that, if the shell company has not completed an initial transaction (as defined in the Listing Rules) ("Initial Transaction") within 24 months from admission, it will cease operations on the date that is 24 months from the date of admission (the "Initial Transaction Constitution Requirement"). However, the shell company is entitled to provide for certain extensions to this deadline of 24 months in its constitution, being the ability to extend it by 12 months up to three times subject to Shareholder approval, which can be extended for a further period of up to six months in specified circumstances (the "Extensions").

The Directors are therefore proposing that the Company adopts the New Articles that provide for (amongst other things) the Initial Transaction Constitution Requirement and the flexibility for Shareholders to approve the Extensions at the relevant time.

Recommendation

Your Board believes that the resolutions contained in the Notice of AGM are in the best interests ofthe Company and its shareholders as a whole. Accordingly, the Board recommends that you vote in favour of each of the resolutions to be proposed at the Annual General Meeting, as your Directors on the Board intend to do in respect of their own shareholdings in the Company.

The Board looks forward to reporting to you on the business of the Company at the Annual GeneralMeeting.

Yours faithfully,

Marcus Yeoman Non-Executive Chairman

MEDCAW INVESTMENTS PLC NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Medcaw Investments PLC (the "Company") will be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF on 26 June 2025 at 4.00p.m. to consider the following resolutions, of which resolutions 1 to 4 will be proposed as ordinary resolutions and resolutions 5 and 6 as special resolutions:

ORDINARY RESOLUTIONS

• 1. To receive and adopt the Company's Annual Report and Accounts for the financial year ended on 31 December 2024, and the Directors' Report and the Independent Auditors' Report to those accounts.
• 1. To re-appoint RPG Crouch Chapman LLP as auditor of the Company and to hold office until the conclusion of the next annual general meeting at which accounts are laid before the members and to authorise the directors to determine their remuneration.
• 1. To re-elect Mr Marcus Yeoman as a director of the Company, in accordance with article 29.1.2.2 of the articles of association of the Company ("Articles").
• 1. THAT in accordance with section 551 of the CA 2006 the directors of the Company (or any subsequently duly appointed directors) be generally and unconditionally authorised to exercise all powers of the Company to allot Ordinary Shares in the Company (including rights for equity securities or the sale of security from treasury) up to, in aggregate, a nominal value of £220,000 generally for such purposes as the Directors may think fit (including, inter alia, for the purpose of or in connection with any acquisition to be carried out by the Company), provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the later of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors (or any subsequently duly appointed directors) may allot shares or grant rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTION

• 1. THAT, subject to the passing of Resolution 4, and in accordance with section 570 of the CA 2006, the Directors (or any subsequently duly appointed directors) be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by Resolution 4, as if section 561(1) of the CA 2006 did not apply up to, in aggregate, a nominal value of £220,000 including any arrangements in connection with any issue of equity securities as they deem necessary or experience (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 unless previously revoked, varied or extended, expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, except that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted, or rights to be granted, after such expiry and the Directors may allot shares or grant rights in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
• 1. THAT, with effect from the conclusion of the AGM, the draft articles of association attached to this Notice be and are adopted in substitution for, and in replacement of, the existing articles of association of the Company.

By Order of the Board Registered Office: Orana Corporate LLP Eccleston Yards

25 Eccleston Place London SW1W 9NF

Company Secretary 2 June 225

Notes

Entitlement to attend and vote

• 1. Only holders of Ordinary Shares are entitled to attend and vote at the meeting.
• 1. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 specifies that only those shareholders registered on the register of shareholders of the Company as of 4.00pm on 24 June 2025 or, in the event that the Annual General Meeting is adjourned, on the register of shareholders 48 hours before the time of the adjourned meeting(s), shall be entitled to attend and vote in respect of the shareholding registered in the name of the relevant shareholder at the relevant time. Changes to entries on the register of shareholders after 4.00pm. on 24 June 2025 or, in the event that the Annual General Meeting is adjourned, less than 48 hours before the time of any adjourned meeting(s), shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.

Proxies

• 1. A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting and at any adjournment of it. Such a member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company.
• 1. A form of proxy is enclosed. A member may only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person.
• 1. If you submit more than one valid proxy appointment in respect of the same share(s), the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. The form of proxy must be executed by the shareholder or his or her attorney duly authorised in writing and (in the case of an individual) must be signed by the individual or his or her attorney duly authorised in writing or (in the case of a corporation) either executed under its common seal or signed on its behalf by a duly authorised officer or attorney of the corporation.
• 1. In order to be valid, a proxy appointment must be made and returned by one of the following methods:
  2. (a) by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the onscreen instructions;
  3. (b) by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;
  4. (c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 9 below,

and in each case, the proxy appointment must be received by Share Registrars Limited by 4.00p.m. on 24 June 2025 (or, if the AGM is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). A shareholder that appoints a person to act on its behalf under any power of attorney or other authority and wishes to use method (a), (b) or (c) must return such power of attorney or other authority to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX prior to using such method and in any event by 4.00p.m. on 24 June 2025 (or, if the AGM is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).

• 1. CREST members who wish to appoint a proxy or proxies for the AGM (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using 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.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Share Registrars Limited (ID 7RA36) no later than 4.00 p.m. on 24 June 2025 (or, if the AGM is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as

determined by the timestamp applied to the message by the CREST Applications Host) from which Share Registrars Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited 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 or her 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 any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. In the case of a shareholder which is a company, a hard copy Form of Proxy or Form of Instruction must be executed under its common seal or under the hand of an officer or attorney duly authorised.
• 1. In the case of joint registered holders, the signature of one holder will be accepted and the vote of the senior holder 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 will be determined by the order in which the names stand on the register of shareholders of the Company in respect of the relevant joint holding.

Changing proxy instructions

1. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointmentsalso apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy Form of Proxy or Form of Instruction and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX.

Termination of proxy appointment

1. A shareholder may terminate a proxy instruction but to do so you will need to inform the Company in writing by: sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such poweror authority) must be included with the revocation notice.

The revocation notice must be received by Share Registrars Limited no later than 4.00pm. on 24 June 2025 (or, if the AGM is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).

Please be advised that due to the circumstances already set out, if you choose to terminatea proxy instruction, as you will not be able to attend the meeting in person you will not be entitled to vote.

Corporate representatives

1. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

Communications

1. You may not use any electronic address provided (including in this notice of AnnualGeneral Meeting or any related documents) to communicate with the Company for any purposes other than those expressly stated.

Website giving information regarding the meeting

1. Information regarding the meeting can be found at www.medcawinvest.com including information on the number of shares and voting rights.

Documents available for inspection

1. Copies of corporate documents will be available for inspection at the offices of Orana Corporate LLP, Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays).