Genflow Biosciences : Print of Ordinary and Special Resolutions

Company number 13138531

PRINT OF ORDINARY AND SPECIAL RESOLUTIONS

OF

GENFLOW BIOSCIENCES PLC ("Company")

At an annual general meeting of the Company duly convened and held at 6 Heddon Street, London, W1B 4BT on

27 June 2024 at 12:00 p.m., the following resolutions were duly passed:

Ordinary resolution

Resolution 1: To receive and consider the Annual Report and Accounts for the year ended 31 December 2023 together with the Directors' Report and Auditors' Report thereon.

Resolution 2: To approve the directors' remuneration report for the financial period ended 31 December 2023 set out in the audited accounts for the financial period ended 31 December 2023.

Resolution 3: To re-appoint PKF Littlejohn LLP as auditors of the Company to act as such until the conclusion of the next Annual General Meeting of the Company at which the accounts are laid before the members and to authorise the Directors of the Company to fix their remuneration.

Resolution 4: THAT, in accordance with section 551 of the Companies Act 2006 ("CA 2006"), the Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (the "Rights") up to an aggregate nominal amount of £34,970 (representing approximately 33% of the nominal value of the issued ordinary share capital of the Company) provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the commencement of the next Annual General Meeting of the Company or 27 September 2025, whichever is earlier to occur, save that the Company may, before such expiry, make offer(s) or enter agreement(s) which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Special resolution

Resolution 5: THAT, conditional on the passing of Resolution 4 above, and in accordance with section 570 of the CA 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) for cash pursuant to the authority conferred by way of a sale of treasury shares, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to the treasury shares, fractional entitlements, record dates, arising out of any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and

1. the allotment of equity securities (otherwise than pursuant to sub paragraph (a) above) up to an aggregate nominal amount of £20,982 (representing approximately 20% of the nominal value of the issued ordinary share capital of the Company); and provided that this power shall expire on the commencement of the next Annual General Meeting of the Company or 27 September 2025, whichever is earlier to occur (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

Signed .....................................

Company Secretary

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