IMMUPHARMA PLC — AGM Information 2020

May 21, 2020

NOTICE OF THE 2020 ANNUAL GENERAL MEETING of ImmuPharma plc (The "Company")

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting of the Company will be held at 50 Broadway, London, SW1H 0RG on Thursday, 18 June 2020 at 10.30am (London time).

We note the current issues surrounding COVID-19 (coronavirus) and the rapidly developing public health guidance in the UK at the time of writing. This includes the stringent requirements announced on 23 March 2020, which require UK nationals to stay at home except in tightly defined circumstances (which do not include attending an AGM), the social distancing and shielding guidance for those over the age of 70 or with underlying medical conditions, and the ban on all non-essential travel. The health and safety of our shareholders and colleagues is always our utmost priority. As it is no longer possible to hold the AGM in the way that the Board had planned, we cannot allow shareholders to attend in person. Any shareholders attempting to gain access to the AGM will be excluded from the meeting on grounds of public safety.

In the light of the above, we strongly encourage you to consider ensuring your vote is counted by submission of the proxy by post. Please complete the paper proxy that accompanies this notice and return it to the Company's Registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. All proxy forms must be received by no later than 48 hours prior to the AGM, being 10:30am on Tuesday 16 June 2020.

ORDINARY BUSINESS

To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

• 1. To receive the accounts of the Company for the year ended 31 December 2019 together with the reports thereon of the directors and auditors of the Company.
• 1. To re-appoint Mr. Dimitri Dimitriou as a director of the Company.
• 1. To re-appoint Nexia Smith & Williamson Audit Limited as Auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which the accounts are laid before the Company at a remuneration to be determined by the directors.
• 1. The directors be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £7,320,437 (consisting of 73,204,370 ordinary shares of 10 pence each) provided that this authority shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution except that the Company may before the expiry of such period make an offer or agreement which would, or might, require shares to be allotted after the expiry of such period and the directors may allot shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for any existing like authority which is hereby revoked with immediate effect.

SPECIAL RESOLUTIONS

• 1. That, subject to the passing of Resolution 4, the directors be and they are hereby empowered pursuant to section 571 of the Act to allot equity securities (as defined in section 560 of the Act) pursuant to the authority conferred upon them by Resolution 4 above as if section 561 of the Act did not apply to any such allotment provided that such power shall be limited to the allotment of equity securities:
  2. a. in connection with an offer of such securities by way of rights to holders of the ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
  3. b. otherwise than pursuant to sub-paragraph 5.a, equity securities up to an aggregate nominal amount of £7,320,437 (consisting of 73,204,370 ordinary shares of 10 pence each).

The power granted by this Resolution 5 will expire on the conclusion of the next Annual General Meeting of the Company unless renewed or extended prior to such time except that the Company may, before the expiry of any power contained in this Resolution 5, make an offer or agreement which would, or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Act as if in the first paragraph of this Resolution the words "pursuant to the authority conferred upon them by Resolution 4 above" were omitted.

NOTICE OF THE 2020 ANNUAL GENERAL MEETING of ImmuPharma plc (continued)

• 1. That, the Articles of Association of the Company be amended by the insertion of the following provisions and the making of additional nonmaterial consequential amendments:
  2. a. by the insertion of the following new article 156A before existing article 157:

"156A. Subject to the Statutes (and any other rules applicable to the Company), a document or information may be sent or supplied by the Company to any member in electronic form to such address as may from time to time be authorised by the member concerned or by making it available on a website and notifying the member concerned in accordance with the Statutes (and any other rules applicable to the Company) that it has been made available. A member shall be deemed to have agreed that the Company may send or supply a document or information by means of a website if the conditions set out in the Statutes have been satisfied".

b. by the insertion of the following new articles 161, 162 and 163 (inclusive) immediately before existing article 161 (and the renumbering of existing articles accordingly):

"161. Any document or information, if sent or supplied by electronic means, shall be deemed to have been received on the day following that on which the document or information was sent or supplied by or on behalf of the Company.

1. If the Company receives a delivery failure notification following a communication by electronic means in accordance with Article 161 above, the Company shall send or supply the document or information in hard copy or electronic form (but not by electronic means) to the member either personally or by post addressed to the member at his registered address or by leaving it at that address. This shall not affect when the document or information was deemed to be received in accordance with Article 161 above.

2. Where a document or information is sent or supplied by means of a website, it shall be deemed to have been received:

3. (1) when the material was first made available on the website; or

4. (2) if later, when the recipient was deemed to have received notice of the fact that the material was available on the website."

Date: 21 May 2020 BY ORDER OF THE BOARD Registered Office: 50 Broadway London SW1H 0RG

Orana Corporate LLP Secretary

NOTES:

Entitlement to vote

1. Only those members registered on the Company's register of members at 6.00 pm on the day falling two days prior to the date of the Meeting (or if this Meeting is adjourned, at 6.00 pm on the day two days prior to the adjourned meeting) shall be entitled to attend and vote at the Meeting.

However, in light of the COVID-19 virus situation, shareholders and their proxies will not be allowed to attend the meeting. We strongly suggest that you appoint the chairman of the Annual General Meeting as your proxy.

Appointment of proxies

The below is the normal proxy guidance for an AGM.

However, in light of the COVID-19 virus situation, shareholders and their proxies will not be allowed to attend the meeting. We strongly suggest that you appoint the chairman of the Annual General Meeting as your proxy.

• 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Meeting. You should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
• 1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0370 707 1014 or you may photocopy the proxy you received. Please mark (and initial) each proxy form clearly with the number of Ordinary Shares held by you in relation to which each proxy is appointed.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the 'Discretionary' option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
• 1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form and any authority under which it is executed (or a duly certified copy of such authority) must be:
  2. completed and signed;
  3. deposited at the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; and
  4. received by Computershare Investor Services plc no later than 48 hours before the time fixed for the Meeting (or any adjourned meeting as the case may be).

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Appointment of proxy by joint members

1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

1. In order to revoke a proxy instruction you will need to inform Computershare Investor Services plc by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to

Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. In the case of a member 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 power or authority) must be included with the revocation notice. In either case, the revocation notice must be received by

Computershare Investor Services plc no later than 48 hours before the time fixed for the Meeting (or any adjourned meeting as the case may be).

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated

Corporate representatives

• 1. In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at the Meeting so that:
• (i) if a corporate member has appointed the Chairman of the Meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that member at the Meeting, then, on a poll, those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and
• (ii) if more than one corporate representative for the same corporate member attends the Meeting but the corporate member has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative.

Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives – www.icsa.org.uk – for further details of this procedure. The guidance includes a sample form of representation letter to appoint the Chairman as a corporate representative as described in (i) above.

However, in light of the COVID-19 virus situation, shareholders and their proxies or corporate representatives will not be allowed to attend the meeting. We strongly suggest that you appoint the chairman of the Annual General Meeting as your proxy.

Issued share capital and voting rights

1. On 19 May 2020, the Company's issued share capital comprised 183,010,920 ordinary shares of 10p each. Each ordinary share carries the right to one vote at the AGM and, therefore, the total number of voting rights in the Company on 19 May 2020 is 183,010,920.

Documents on display

• 1. The following documents will be available for inspection at 50 Broadway, London, SW1H 0RG from the date of this Notice until the time of the Meeting and for at least 15 minutes prior to the Meeting and during the Meeting:
  2. (i) copies of the service contracts of executive directors of the Company; and
  3. (ii) copies of the letters of appointment of the non-executive directors of the Company.

Electronic communication

1. You may not use any electronic address provided either in this notice of AGM or any related documents (including the proxy form), to communicate with the Company for any purposes other than those expressly stated. If you have any general queries about the AGM please send all communications by post to the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY and no other methods of communication will be accepted.