Notice of GM

Scancell Holdings plc (AIM: SCLP) ("Scancell", or the "Company"), a late-stage clinical immuno-oncology company developing active immunotherapies designed to enhance anti-tumor immune responses in difficult-to-treat cancers, announces that, further to its announcement on 23 July 2026 regarding the planned merger with Neuphoria Therapeutics Inc. ("Neuphoria") and financing to conduct the registrational Phase 3 study for iSCIB1+ and a proposed listing on Nasdaq (the "Merger and Financing Announcement"), a circular together with a notice of General Meeting in relation to the Transaction (the "Circular") will be posted to shareholders today.

The General Meeting to approve the Resolutions proposed in connection with the Transaction will be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ at 11.00 a.m. on 20 October 2026. The Circular, including the Notice of General Meeting will also be available to view on the Company's website at www.scancell.co.uk/investors.

Any shareholders intending to attend the General Meeting in person will need a QR code to access the meeting venue. The QR code will need to be displayed on a smartphone or similar device. Shareholders will be able to obtain a QR code in advance by emailing info@scancell.co.uk with their full name, full address and email address. Shareholders who have not obtained a QR code in advance will be able to obtain one at the meeting venue.

Share Consolidation

In connection with the Transaction, the Company is proposing to implement a consolidation of the Company's ordinary share capital. As at 30 September 2026 (being the latest practicable date prior to the publication of the Circular), the Company had 1,212,230,683 Existing Ordinary Shares in issue.

The Board is of the view that it would benefit the Company and Shareholders to reduce the number of Existing Ordinary Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Existing Ordinary Shares on the basis of 1 Consolidated Ordinary Share of £0.01 for every 10 Existing Ordinary Shares of £0.001 each (the "Share Consolidation").

Shareholders on the register on the Record Date, expected to be 6.00 p.m. (London time) on 20 October 2026, will exchange every 10 Existing Ordinary Shares for 1 Consolidated Ordinary Share. Save for fractional entitlements, each Shareholder's proportionate interest in the Company's issued share capital will be unchanged, and the Consolidated Ordinary Shares will carry the same rights (including voting and dividend rights) as the Existing Ordinary Shares.

No Shareholder will be entitled to a fraction of a Consolidated Ordinary Share; fractional entitlements will be aggregated and sold in the market, with further detail set out in the Circular. Shareholders holding fewer than 10 Existing Ordinary Shares as at the Record Date will cease to hold ordinary shares in the Company.

The Share Consolidation will also result in adjustments to the exercise price/number of shares under the Company's outstanding Options and to the conversion price of the Convertible Loan Notes. Full details of these adjustments, and of the treatment of fractional entitlements, are set out in the Circular.

Whilst the Share Consolidation is intended to facilitate the Nasdaq Listing, completion is not conditional on completion of the US Listing Transactions. The Share Consolidation is conditional on the passing of Resolution 1 at the General Meeting and admission of the Consolidated Ordinary Shares to trading on AIM, expected to become effective at 8.00 a.m. on 21 October 2026.

Timetable of Principal Event

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

All references to times and dates in this announcement are to times and dates in London (unless stated otherwise). Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.