PENSANA PLC — Proxy Solicitation & Information Statement 2025

Nov 11, 2025

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are advised to consult your own stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in Pensana Plc, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Pensana Plc

Circular to Shareholders and Notice of Annual General Meeting to be held on

3 December 2025 at 10:00 GMT

at the offices of St James's Corporate Services Limited, 107 Cheapside, Second Floor, London, EC2V 6DN

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CONTENTS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders (the "Meeting") of Pensana Plc (the "Company") will be held at the offices of St James's Corporate Services Limited, 107 Cheapside, Second Floor, London, EC2V 6DN at 10:00 GMT on 3 December 2025 to consider and pass the resolutions below. Resolutions 1 to 7 (inclusive) will be proposed as ordinary resolutions, and resolutions 8 to 11 (inclusive) will be proposed as special resolutions.

ORDINARY RESOLUTIONS

• Resolution 1 To receive the Company's financial statements for the year ended 30 June 2025, together with the Report of the Directors and Auditors.
• Resolution 2 To approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy [referred to in Resolution 3]) in the form set out in the Company's Annual Report and Accounts for the year ended 30 June 2025.
• Resolution 3 To approve the Directors' Remuneration Policy set out on pages 75 to 77 of the Directors' Remuneration Report in the Company's Annual Report and Accounts for the year ended 30 June 2025, such Directors' Remuneration Policy to take effect from the date on which the Resolution is passed.
• Resolution 4 To re-elect Robert Kaplan as a Director
• Resolution 5 To re-appoint BDO LLP as Auditor of the Company to hold office from the conclusion of the Meeting to the conclusion of the next meeting at which the Accounts are to be laid.
• Resolution 6 To authorise the Audit Committee to determine the remuneration of the Auditor.
• Resolution 7 That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company:
  • (a) to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company, up to an aggregate nominal amount of £102,430.48; and
  • (b) to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company comprising equity securities (within the meaning of section 560(1) of the Act) up to an aggregate nominal amount of £204,860.96 (such amount to be reduced by the aggregate nominal amount of any ordinary shares allotted or rights granted under paragraph (a) above) in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) in favour of:
    • i. ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of shares held by them; and
    • ii. holders of other equity securities if this is required by the rights of those securities or, subject to such rights, as the Directors consider necessary,

subject in both cases to the power of the Directors to impose any limits or restrictions and make any arrangements which they 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 any other matter and

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provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or if earlier, at the close of business on 31 December 2026 (unless previously renewed, varied or revoked by the Company), in each case, so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

Resolution 8 That subject to and conditional on the passing of resolution 7, the Directors be authorised, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the authority conferred by resolution 7 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such power is limited to:

• (a) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) in favour of:
  • i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • ii. holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

subject in both cases to the power of the Directors to impose any limits or restrictions and make any arrangements which they 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 any other matter;

• (b) the allotment of equity securities or sale of treasury shares for cash (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £30,729.14; and
• (c) the allotment of equity securities or sale of treasury shares for cash (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026 (unless previously renewed, varied or revoked by the Company) but, in each case, before such expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not expired.

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Resolution 9 That subject to and conditional on the passing of resolution 7, the Directors be authorised, pursuant to section 570 of the Act, in addition to the authority granted under resolution 8, to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the authority conferred by resolution 9 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such power is limited to:

• (a) the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £30,729.14, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
• (b) the allotment of equity securities or sale of treasury shares for cash (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre- Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026 (unless previously renewed, varied or revoked by the Company) but, in each case, before such expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not expired.

Resolution 10 That, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.001 each in the capital of the Company on such terms as the Directors think fit, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 727 of the Act, including for the purpose of its employee share schemes, provided that:

• (a) the maximum aggregate value of ordinary shares which may be purchased is £15,364.57;
• (b) the minimum price, exclusive of any expenses, which may be paid for an ordinary share is £0.001;
• (c) the maximum price, exclusive of any expenses, which may be paid for each ordinary share is not more than the higher of:
  • i. an amount equal to 105 per cent of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is purchased; and
  • ii. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid on the trading venue on which the purchase is carried out; and

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the authority hereby conferred shall, unless previously renewed, varied or revoked by the Company, expire at the conclusion of the next annual general meeting of the Company or if earlier, at the close of business on 31 December 2026 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry).

Resolution 11 That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

RECOMMENDATION

The Directors believe that all the proposals to be considered at the Meeting are in the best interests of both the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own holdings.

ATTENDANCE AND APPOINTING A PROXY

Your participation at the Meeting is important to your Board of Directors. The Meeting is a good opportunity for shareholders to communicate directly with the Board, to express their views and to ask questions and we welcome your attendance. If you are unable to attend the Meeting and you wish to vote on any of the resolutions, you should appoint a proxy to exercise all or any of your rights, to attend, speak and vote at the Meeting. The completion of a form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. Details of how to appoint a proxy are set out on pages 8 to 11 of this document.

Should you wish to attend the 2025 AGM please advise by e-mail to our Company Secretary jane.kirton@corpserv.co.uk Please note that any shareholder who has not advised attendance will still be admitted to the AGM, however, pre-registration will ensure smooth access to the venue.

By Order of the Board

St James's Corporate Services Limited

Company Secretary Pensana Plc

107 Cheapside Second Floor London EC2N 6DN

8 November 2025

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EXPLANATORY NOTES TO THE RESOLUTIONS

Resolutions 1 to 7 (inclusive) will be proposed as ordinary resolutions and resolutions 8 to 11 (inclusive) will be proposed as special resolutions.

Resolution 1 Report and Accounts

The Company's audited financial statements for the financial year ended 30 June 2025 and the report of the auditors thereon will be presented to the Meeting. The report of the Directors and the audited accounts for the year ended 30 June 2025 has been approved by the Directors and the report of the auditor has been approved by the auditor.

Resolutions 2 and 3 Annual Remuneration Report and Policy

Under the Companies Act 2006, the Company is required to offer shareholders:

• (a) a binding vote on the Company's forward-looking remuneration policy (the "Directors' Remuneration Policy") at least every three years; and
• (b) a separate advisory vote on the remuneration of the Directors for the year ended 30 June 2025 (the "Remuneration Report").

Resolution 2 seeks approval by shareholders of the Remuneration Report. The Remuneration Report is set out on pages 68 to 83 of the Company's Annual Report and Accounts. The vote is advisory only and no Director's entitlement to remuneration is conditional upon passing the resolution.

Resolution 3 seeks approval by shareholders for the Directors' Remuneration Policy. The Remuneration Policy is set out on pages 75 to 77 of the Directors' Remuneration Report contained in the Company's Annual Report and Accounts.

The Directors' Remuneration Policy will take effect from the date on which Resolution 3 is passed. The Company currently intends to submit the remuneration policy for approval on an annual basis.

Resolution 4 Appointment of director

The Company's articles of association require that at every annual general meeting, one-third of the directors who are subject to retirement by rotation, or if their number is not a multiple of three, the number nearest to but not greater than one-third, shall retire from office by rotation. In addition, the articles of association also provide that any director appointed by the board since the last Annual General Meeting shall retire from office and offer himself/herself for election by members. Accordingly, Robert Kaplan is standing for re-election at this year's Meeting.

Biographical details of the director standing for re-election can be found on page 63 of the Company's Annual Report for the year ended 30 June 2025.

Following a full performance evaluation of the current board of directors, the performance of each of the directors standing for re-election continues to be effective and demonstrates commitment to their roles.

Resolutions 5 and 6 Auditors appointment and remuneration

These resolutions propose the re-appointment of BDO LLP as Auditor of the Company and authorise the Audit Committee to determine their remuneration.

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Resolution 7 Allotment of Shares

At the Annual General Meeting held last year on 5 December 2024, the Directors were given the authority to allot shares without the prior consent of shareholders for a period expiring at the conclusion of the Meeting or, if earlier, 31 December 2025. Accordingly, it is proposed to renew this authority and to authorise the Directors under section 551 of the Act to allot ordinary shares or grant rights to subscribe for, or convert any security into, shares in the Company for a period expiring at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026.

The authority in Resolution 7 paragraph (a) will allow Directors to allot shares (including treasury shares) in the Company or grant rights to subscribe for, or convert any security into, shares in the Company, up to an aggregate nominal amount of £102,430.48, representing approximately one-third of the Company's issued ordinary share capital (excluding shares held in treasury) and calculated as at 5 November 2025 (being the latest practicable date prior to publication of this notice).

The authority in Resolution 7 paragraph (b) will allow Directors to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company, only in connection with a fully preemptive offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) up to an aggregate nominal amount of £204,860.96, representing approximately twothirds of the Company's issued ordinary share capital (excluding shares held in treasury), as reduced by the nominal amount of any shares allotted under paragraph (a) of this Resolution and calculated as at 5 November 2025 (being the latest practicable date prior to publication of this notice). This is in line with the current institutional guidelines issued by the Investment Association.

The Directors have no present intention of exercising this authority but believe that the flexibility allowed by this Resolution may assist them in taking advantage of business opportunities as they arise.

As at 5 November 2025 (being the latest practicable date prior to the publication of this notice), the Company held no ordinary shares in treasury. The Directors intend to renew this authority annually.

Resolutions 8 and 9 Disapplication of Pre-Emption Rights

This Resolution also renews an authority granted at last year's Annual General Meeting held on 5 December 2024 and gives the Directors authority to allot any shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) without first offering them to existing shareholders in proportion to their holdings.

Resolution 8 authorises allotments or sales in connection with (i) pre-emptive offers (including, without limitation, under a rights issue, open offer or similar arrangement) and (ii) allotments of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £30,729.14 (which represents ten per cent of the Company's issued share capital as at 5 November 2025 (being the latest practicable date prior to publication of this notice)) plus an additional 20 per cent of any allotments or sales made under (ii) above (so a maximum of 2%), such power to be used only for the purposes of making a follow-on offer of a kind contemplated by Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights (the "Pre-Emption Principles") most recently published by the Pre-Emption Group prior to the date of this notice.

Resolution 9 authorises allotments of equity securities or sale of treasury shares for cash, in addition to any authority granted under Resolution 8, up to an aggregate nominal amount of £30,729.14 (which represents ten per cent of the Company's issued share capital as at 5 November 2025 (being the latest practicable date prior to publication of this notice)) plus an additional 20 per cent of any allotments or sales made under this authority (so a maximum of 2%), such power to be used only for the purposes of making a follow-on offer of a kind contemplated by Section 2B of the Statement of Principles. This authority will only be used for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determines to be either an acquisition or a specified capital investment of a kind contemplated by the Pre-Emption Principles.

Although the Directors embrace the flexibility conferred by Resolutions 8 and 9 to issue shares without the application of pre-emption rights, the Directors also recognise that existing shareholders may be keen to

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participate in a non pre-emptive "follow-on" offer carried out under these authorities. The Directors are therefore supportive of the ability to make a "follow-on" offer as reflected in the Pre-Emption Principles, and such ability has been reflected in each of Resolution 8 and Resolution 9, as set out above. The Directors confirm that they intend to follow the shareholder protections and approach to follow-on offers contained in Part 2B of the Pre-Emption Principles.

Both authorities sought at the Meeting will expire at the conclusion of the next annual general meeting of the Company or, if earlier, at close of business on 31 December 2026.

Resolution 10 Authority to purchase own shares

This Resolution seeks to renew the authority for the Company to make market purchases of its own Ordinary Shares. The authority limits the number of Ordinary Shares that could be purchased up to 5% of the Company's issued ordinary share capital at, or between, the minimum and maximum prices specified in this Resolution.

This power would be used only after careful consideration by the Directors, having taken into account market conditions prevailing at that time, the investment needs of the Company, its opportunities for expansion and its overall financial position. The Directors would exercise the authority to purchase Ordinary Shares only if they considered it to be in the best interest of shareholders and if the purchase could be reasonably expected to result in an increase in earnings per share.

Under the Act, the Company is allowed to hold its own shares in treasury, which it has purchased, instead of cancelling them. Such shares may be resold for cash or used for the purpose of employee share schemes, but all rights attached to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. Accordingly, if the Directors exercise the authority conferred by Resolution 10, the Company will have the option of holding these shares in treasury, rather than cancelling them.

The authority sought at the Meeting will expire at the conclusion of the next annual general meeting of the Company or, if earlier, at close of business on 31 December 2026.

Resolution 12 Notice period for general meetings

The notice period for a general meeting, as governed by the Act, is 21 clear days unless (i) shareholders approve a shorter period, which cannot be less than 14 clear days and (ii) the Company offers the facility for all shareholders to vote by electronic means.

At last year's Annual General Meeting, shareholders authorised the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice. Resolution 12 seeks the approval of shareholders to renew this authority.

The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If the proposals at a given meeting are not time sensitive, the Company will not normally use the shorter notice period. The approval will be effective until the Company's next annual general meeting, when it is expected that a similar resolution will be proposed. It should also be noted that the changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

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NOTES TO THE NOTICE OF MEETING

Entitlement to vote

Only holders of Ordinary Shares entered on the Company's register of members at 10:00 GMT on 1 December 2025, or in the event of an adjournment, 48 business-day hours before the time and date of the adjourned meeting, or their proxies, are entitled to notice of and to vote at the Meeting. Shareholders may cast votes only in respect of shares of which they were registered holders at such time, and changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

Proxy appointments

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting. A shareholder 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 shareholder. A proxy need not be a member of the Company. However, shareholders appointing a proxy are strongly encouraged to appoint the chair of the Meeting to be their proxy.

All proxy appointments and voting instructions (whether by Proxy Form, via the internet or via the CREST electronic Proxy appointment service) must be received by the Company's registrars by 10:00 GMT on 1 December 2025 or 48 business-day hours before any adjourned meeting.

A shareholder must inform the Company's registrars in writing of any termination of the authority of a Proxy.

A Proxy Form is enclosed with this notice, and instructions for its completion are shown on the form. Shareholders may appoint a valid proxy by completing and depositing the enclosed proxy form at the offices of Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or via email to #UKCSBRS.ExternalProxyQueries@computershare.co.uk with the original to follow when possible, by 10:00 GMT on 1 December 2025 or 48 business-day hours before any adjourned meeting.

You can also appoint a valid proxy via the internet on Computershare's website by visiting www.eproxyappointment.com/Login. You will be asked to enter the Control Number, your Shareholder Reference Number and your unique PIN, which are detailed on the accompanying Form of Proxy.

Alternatively, if you hold your shares through a nominee service, please contact your nominee service provider for instructions on how to appoint a valid proxy.

CREST members who wish to appoint a Proxy or Proxies through the CREST electronic Proxy appointment service may do so for the Meeting to be held on 3 December 2025 (and any adjournment(s) thereof) by following 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 & International Limited ("EUI")'s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).) The message (regardless of whether it constitutes the appointment of a Proxy or 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 3RA50) by the latest time(s) for receipt of Proxy appointments specified in the notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp 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. After this time, any change of instructions to a Proxy appointed through CREST should be communicated to him by other means.

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CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) 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 any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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, as amended.

In the case of a shareholder 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.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

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).

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 applies 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 proxy form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

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.

In order to revoke a proxy instruction, you will need to inform the Registrar by sending a signed hardcopy notice clearly stating your intention to revoke your proxy appointment as above. 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.

The revocation notice must be received by Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY or via email to #UKCSBRS.ExternalProxyQueries@computershare.co.uk no later than 10:00 GMT on 1 December 2025. 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.

Completing a proxy form does not prevent a shareholder from attending and voting in person. However, if the United Kingdom government's guidance on social distancing changes, proxies other than the chair of the Meeting may be prevented from attending the Meeting in person; therefore, shareholders appointing a proxy are strongly encouraged to appoint the chair of the Meeting to be their proxy in order that their proxy vote can be counted.

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Nominated Persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statements of the rights of shareholders in relation to the appointment of proxies in this notice do not apply to a Nominated Person. The rights of shareholders in relation to the appointment of proxies can only be exercised by registered shareholders of the Company. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

Voting at theMeeting

In accordance with the Company's established practice, all resolutions will be taken on a poll so as to accurately record the decision of all shareholders based on their shareholding interests in the Company.

Corporate representatives

Any corporation that is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all its powers as a shareholder, provided that they do not do so in relation to the same shares.

Total voting rights

As at 5 November 2025 (being the last practicable date prior to any publication of this notice), the Company's issued share capital consists of 307,291,435 Ordinary Shares carrying one vote each. The total voting rights in the Company as at 5 November 2025 are, therefore 307,291,435.

Right to ask questions at the Meeting

During the Meeting, there will be an opportunity for shareholders, proxies or corporate representatives to ask questions relevant to the business of the Meeting.

Website publication of statement

It is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required to publish on its website a statement setting out any matter relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting or any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006, and it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business, which may be dealt with at the Meeting, includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website (www.pensana.co.uk)../)

Documents available for inspection

The following documents, which are available for inspection during normal business hours at the registered office of the Company on any weekday (Saturdays, Sundays and public holidays excluded), will also be available for inspection at the place of the Meeting from 09.45am on the day of the Meeting until the conclusion of the Meeting:

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• (a) copies of the service contracts of the Executive Directors under which they are employed by the Company and the letters of appointment (and other related documents) of the Non-Executive Directors; and
• (b) the Articles of Association of the Company.

A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website (www.pensana.co.uk).

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