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Result of General Meeting

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Scancell Holdings plc announced that all resolutions at its General Meeting were passed, approving a share consolidation where every ten existing ordinary shares of 0.1 pence will be consolidated into one ordinary share of 1 pence, effective from 8.00 a.m. on 21 October 2026. Following this consolidation, the company's total issued ordinary share capital will be 121,223,069 shares, with an equal number of voting rights. Adjustments will be made to outstanding options and convertible loan notes, and fractional entitlements will be sold, with shareholders holding fewer than ten existing shares ceasing to hold ordinary shares.

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Scancell Holdings plc (AIM: SCLP), the developer of ImmunoBody® and Moditope® active immunotherapies to treat cancer, announces that all resolutions proposed at the General Meeting held today were duly passed.

Share Consolidation

Following the approval of the Share Consolidation at the General Meeting, each of the Existing Ordinary Shares of 0.1 pence each in the capital of the Company in issue as at the record date (being 6.00 p.m. today, 20 October 2026 (the “Record Date”) will be consolidated on the basis of every 10 Existing Ordinary Shares of 0.1 pence into 1 Consolidated Ordinary Share of 1 pence each.

Shareholders on the register on the Record Date, will therefore 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.

Admission to Trading on AIM and Total Voting Rights

Application has been made for the Consolidated Ordinary Shares to be admitted to trading on AIM, expected to become effective at 8.00 a.m. on 21 October 2026.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following Admission, its issued ordinary share capital will comprise 121,223,069 Consolidated Ordinary Shares.

All of the Consolidated Ordinary Shares have equal voting rights and none of the Consolidated Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 121,223,069. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or change to their interest in, the Company.

Timetable of Principal Events

Latest time and date for dealings in Existing Ordinary Shares prior to the Share Consolidation6.00 p.m. on 20 October 2026
Admission of the Consolidated Ordinary Shares8.00 a.m. on 21 October 2026
CREST accounts credited with Consolidated Ordinary Shares in uncertificated formas soon as practicable after 8.00 a.m. on 21 October 2026
Dispatch of definitive certificates for Consolidated Ordinary Shares in certificated formby no later than 30 October 2026
ISIN for the Consolidated Ordinary SharesGB00BX8KRW34

Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.

Scancell and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Neuphoria in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the preliminary proxy statement/prospectus and will be included in the final proxy statement/prospectus for the proposed Business Combination when available.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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