Integrated Diagnostics : EGM Circular 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares, please forward this document and any accompanying documents, other than any personalised documents) at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, neither this document nor any accompanying documents should be forwarded or transmitted in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Shares, you should retain these documents.

INTEGRATED DIAGNOSTICS HOLDINGS PLC

Revised Proposals for the Repurchase of Shares pursuant to the Delisting Share Buyback at the Revised Delisting Buyback Price

and

Holding of Repurchased Shares as Treasury Shares

CHAIRMAN'S LETTER AND NOTICE OF

EXTRAORDINARY GENERAL MEETING 2024

Shareholders should read the whole of this document. Your attention is drawn to the letter from the Chairman of the Company in Part 1 of this Circular which recommends that you vote in favour of the resolutions to be proposed at the EGM.

Notice of the Extraordinary General Meeting of Integrated Diagnostics Holdings plc to be held at the headquarters of Integrated Diagnostics Holdings plc, Building B216-F7, Smart Village, Giza, Egypt on Thursday, 18 July 2024 at 1.00 pm (BST) / 3.00 pm local time (EEST) is set out in Part 2 of this Circular.

Whether or not you propose to attend the EGM, please complete your proxy vote online at www.signalshares.com by 1.00 pm (BST) / 3.00 pm local time (EEST) on Tuesday, 16 July 2024 (or, in the case of an adjournment, not later than 48 hours, excluding non-working days, before the time fixed for the holding of the adjourned meeting). Alternatively, you can vote via the LinkVote+ app, CREST or Proxymity. Please refer to pages 11 to 15 of Part 2 of this Circular for further instructions.

The Board remains keen to encourage engagement with Shareholders. To that end, the Directors would like to invite questions from Shareholders in advance of and during the EGM. Should Shareholders wish to submit questions to the Board prior to the deadline for proxy voting they can do so, and these will be responded to on an individual basis. In addition, the Board will offer Shareholders the opportunity to dial into the EGM, at which time they can also submit questions to the Board.

Shareholders wishing to access the dial-in facility or submit questions are asked to email Tarek Yehia at [e-mail] by close of business on Thursday, 11 July 2024.

This Circular is not a prospectus and does not constitute or form part of, and should not be construed as, an investment recommendation or any offer for sale or subscription of, or solicitation of any offer

to buy or subscribe for, any securities of the Company in any jurisdiction, including (without limitation) the United States, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever in any jurisdiction, including (without limitation) the United States.

This Circular contains certain forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts and events, and can be identified by the use of such words and phrases as "according to estimates", "aims", "anticipates", "assumes", "believes", "could", "estimates", "expects", "forecasts", "intends", "is of the opinion", "may", "plans", "potential", "predicts", "projects", "should", "to the knowledge of", "will", "would" or, in each case their negatives or other similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to statements containing information on future financial results, plans, or expectations regarding business and management, future growth or profitability and general economic and regulatory conditions and other matters affecting the Company and its subsidiaries (the "Group").

Forward-looking statements reflect the current views of the Group's management ("Management") on future events, which are based on the assumptions of the Management and involve known and unknown risks, uncertainties and other factors that may cause the Group's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. The occurrence or non-occurrence of an assumption could cause the Group's actual financial condition and results of operations to differ materially from, or fail to meet expectations expressed or implied by, such forward-looking statements.

The Group's business is subject to a number of risks and uncertainties that could also cause a forward-looking statement, estimate or prediction to differ materially from those expressed or implied by the forward-looking statements contained in this Circular. The information, opinions and forward-looking statements contained in this Circular speak only as at its date and are subject to change without notice. Save as required by applicable law, the Group does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this Circular.

The distribution of this Circular in certain jurisdictions may be restricted by law and persons into whose possession this Circular comes should inform themselves about and observe any relevant restrictions. In particular, subject to certain exceptions, this Circular is not for distribution, in whole or in part, directly or indirectly, in, into or from the United States, Canada, South Africa or Japan, or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. This Circular is and may be communicated only to (and is directed only at) persons to whom such communication may lawfully be made.

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PART 1

INTEGRATED DIAGNOSTICS HOLDINGS PLC

LETTER FROM THE CHAIRMAN

Registered Office Address:

IFC 5, St Helier, Jersey, JE1 1ST, Channel Islands

Dear Shareholder,

Further to the announcement made by the Company on 27 June 2024 concerning, amongst other things, the Revised Delisting Buyback Price (as defined below) (the "Revised Delisting Buyback Price Announcement"), I have enclosed the Notice of the Extraordinary General Meeting (the "EGM") of Integrated Diagnostics Holdings Plc (the "Company") which will be held at the headquarters of Integrated Diagnostics Holdings plc, Building B216-F7, Smart Village, Giza, Egypt on Thursday, 18 July 2024 at 1.00 pm (British Summer Time ("BST")) / 3.00 pm local time (Eastern European Summer Time ("EEST")) (the "Notice of EGM").

I and your Board are disappointed that it is necessary to convene a further EGM to deal with matters relating to the EGX Delisting but, as described below, the EGX has required us to recalculate the Delisting Buyback Price (each as defined below). This had been calculated on the basis of the highest actual prices at which trades on the EGX were settled during the periods relevant for the calculation but, due to the low trading volumes in our Shares (as defined below) on the EGX during these periods, the closing price of our Shares on the EGX remained unchanged at 20.00 Egyptian pounds per Share despite no trades having been settled at this price on the EGX. We regret and apologise for any inconvenience caused by the need to hold a further EGM.

The Notice of EGM is set out at Part 2 of this Circular. A copy of this Notice of EGM can be viewed on our website at www.idhcorp.com.

BUSINESS OF THE EGM

1. The Previous EGM and the Revised Delisting Buyback Price Announcement

On 16 May 2024, the Company announced that it was proposing to voluntarily delist its ordinary shares ("Shares") from the Egyptian Exchange (the "EGX") (the "EGX Delisting"), whilst maintaining its existing standard listing on the London Stock Exchange (the "LSE") (the "EGX Delisting Announcement"). The EGX Delisting was stated to be subject to, amongst other things, approval from the holders of the Shares (the "Shareholders") at an extraordinary general meeting of the Company, and from the EGX.

On 24 May 2024, the Company published a circular (the "Previous EGM Circular") which included a notice of the extraordinary general meeting of the Company to be held on 12 June 2024 in connection with the EGX Delisting (the "Previous EGM", and such notice, the "Notice of Previous EGM"). As announced by the Company on 12 June 2024, all the resolutions contained in the Notice of Previous EGM were duly passed at the Previous EGM (the "Previous EGM Results

Announcement").

The shareholder resolutions passed at the Previous EGM included a resolution authorising the Company to repurchase, pursuant to the Delisting Share Buyback, EGX Shares from EGX Shareholders, as well as any Mortgaged Creditors, if so required by such EGX Shareholders or Mortgaged Creditors during the Delisting Buyback Period, at the Delisting Buyback Price of 18.62 Egyptian pounds per Delisting Sale Share (exclusive of expenses) (each as defined below).

However, as announced in the Revised Delisting Buyback Price Announcement, the Company had since been informed by the EGX that the Company's calculation of the Delisting Buyback Price of

18.62 Egyptian pounds per Delisting Sale Share did not in fact properly take account of certain aspects of the applicable regulations given the low trading volumes in the Shares. Consequently, and notwithstanding that all relevant resolutions were passed by the Shareholders at the Previous EGM including approving the Delisting Share Buyback at 18.62 Egyptian pounds per Delisting Sale Share

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(exclusive of expenses), the Delisting Buyback Price should instead be 20.00 Egyptian pounds per Delisting Sale Share (exclusive of expenses) (such revised price, the "Revised Delisting Buyback Price") in accordance with the method of calculating the delisting buyback price of shares applied by the EGX. This Revised Delisting Buyback Price reflects the closing prices for the Shares over the periods relevant for the calculation and the Company has been informed by the EGX that this is the price to be applied for the purposes of the Delisting Share Buyback notwithstanding that no actual trades in the Shares took place at this price on the EGX or the LSE during the relevant calculation periods, being the one or three month periods preceding 15 May 2024 (being the date the Board approved the EGX Delisting).

In light of the EGX's communication, on 27 June 2024 the Company announced its intention to publish this further notice convening another extraordinary general meeting of Shareholders to approve the resolutions required in order to give effect to the repurchase of Delisting Sale Shares at the Revised Delisting Buyback Price. If approved by Shareholders, the resolutions set out in the Notice of EGM will replace the equivalent resolutions that were approved at the Previous EGM.

Copies of: (a) the EGX Delisting Announcement, including the summary of the resolutions passed by the board of directors of the Company (the "Board", or the "Directors") on 15 May 2024 in relation to the proposed EGX Delisting, along with the disclosure report containing various disclosures prescribed by certain applicable Egyptian legal and regulatory requirements; (b) the Previous EGM Circular containing the Notice of Previous EGM; (c) the Previous EGM Results Announcement; and

1. the Revised Delisting Buyback Price Announcement can be viewed on our website at www.idhcorp.com.

2. EGX Delisting and Revised Buyback Resolutions

As set out in the Previous EGM Circular, the EGX Delisting will have no impact on the Company's day-to-day operations in Egypt, the Middle East and Africa, where the Company remains committed to being a leading consumer healthcare company. The EGX Delisting will also not impact the Company's existing standard listing on the LSE, and the Company will remain fully committed to meeting the disclosure requirements of companies listed on the LSE.

As set out in paragraphs 3 and 7 of this Letter, Shareholders who currently hold their interests in the Company's Shares on the EGX (EGX ticker code IDH.CA and ISIN code EGS99021C015) will be able to transfer those interests to the LSE (LSE ticker code IDHC and ISIN code JE00BLKGSR75).

As set out in the Previous EGM Results Announcement, approval from the Shareholders for the EGX Delisting was obtained at the Previous EGM pursuant to the passing of resolution 1 set out in the Notice of Previous EGM (the "Previous EGM Delisting Resolution"). That approval remains valid and effective in all respects, but the Company will not be able to proceed with the EGX Delisting unless the resolutions set out in the Notice of EGM (which will replace the equivalent resolutions that were approved at the Previous EGM) are also approved.

In order to facilitate the Delisting Share Buyback at the Revised Delisting Buyback Price in connection with the EGX Delisting, certain new approvals are being sought from Shareholders at the EGM to:

1. approve the buyback of EGX Shares (as defined below) at the Revised Delisting Buyback Price, further details of which are set out in paragraphs 4 and 5 of this Letter (the "Delisting Share Buyback") (Resolution 1); and
2. approve the holding of EGX Shares repurchased pursuant to the Delisting Share Buyback as treasury shares, further details of which are set out in paragraph 6 of this Letter (Resolutions 2 and 3),

(collectively, the "Revised Buyback Resolutions").

Resolution 1 will be proposed as a special resolution, which means that for it to be passed, three-quarters or more of the votes cast must be in favour of the resolution.

Resolutions 2 and 3 will be proposed as ordinary resolutions, which means that for them to be passed, more than half of the votes cast must be in favour of the resolutions.

Each of the Revised Buyback Resolutions will be decided by poll pursuant to the Company's Articles of Association. This is a more transparent method of voting as shareholder votes are counted according to the number of Shares held and this will ensure an exact and definitive result.

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It should be noted that each of the Revised Buyback Resolutions is conditional upon each other Revised Buyback Resolution being approved, and the EGX Delisting will not proceed and become effective unless all the Revised Buyback Resolutions are approved at the EGM.

Assuming the Revised Buyback Resolutions are duly approved at the EGM, the EGX Delisting will be deemed completed upon (a) the issuance of a delisting decision in respect of the Shares by the Listing Committee of the EGX, and (b) the removal of the Company's information from the EGX's database (the date of such completion, the "EGX Delisting Date"). The Company is targeting to complete the EGX Delisting by the end of the third quarter of the year ending 31 December 2024 ("Q3 2024"). A further announcement confirming this will be made by the Company in due course.

In addition to the Revised Buyback Resolutions, the EGX Delisting is subject to the completion of a number of steps and registrations, including, but not limited to, final approval from the EGX. There can be no guarantee that such approval will be received in a timely fashion or at all, in which case the EGX Delisting would not take place in accordance with the proposed timeframe.

If any of the Revised Buyback Resolutions is not approved at the EGM: (1) the EGX Delisting will not proceed; (2) the Company will continue to be dual listed on the LSE and the EGX; and (3) the Transfer Suspension (as defined below) will be lifted as of the conclusion of the EGM.

3. Transfer Suspension

In connection with the listing of the Shares on the EGX in 2021, a share transfer mechanism was established pursuant to which:

1. Shareholders who hold Shares traded on the main market for listed securities of the LSE within CREST (as defined below) ("LSE Shares") can move their LSE Shares across to the EGX to be held as EGX Shares (an "LSE to EGX Share Transfer"); and
2. Shareholders who hold Shares traded on the EGX held by Misr for Central Clearing, Depository and Registry ("MCDR") ("EGX Shares", and such Shareholders, "EGX Shareholders") can move their EGX Shares across to the LSE to be held as LSE Shares (an "EGX to LSE Share Transfer"),

(the "Share Transfer Mechanism").

Details of the Share Transfer Mechanism can be found on the Company's website at https://investors.idhcorp.com/en/share-transfer-mechanism-and-documents.

As announced in the EGX Delisting Announcement, in preparation for the EGX Delisting the Company suspended all LSE to EGX Share Transfers, and no further LSE to EGX Share Transfers have been or will be processed, with effect from 7.00 am (BST) on 16 May 2024 (the "Stop Date") (the "Transfer Suspension") (save as described below). It should be noted that EGX to LSE Share Transfers

have not been suspended and EGX Shareholders will continue to be able to move their EGX Shares across to the LSE to be held as LSE Shares.

The Transfer Suspension will continue to be in force until the earlier of:

1. the EGX Delisting Date, in which case the Share Transfer Mechanism will no longer be in operation;
2. in the event any of the Revised Buyback Resolutions are not approved at the EGM, the conclusion of the EGM; and
3. in the event the EGX Delisting does not otherwise proceed, such other time and date as announced by the Company.

4. Delisting Share Buyback

Consistent with Egyptian regulations and practice for Egyptian-incorporated companies seeking to delist from the EGX, if the Revised Buyback Resolutions are duly approved at the EGM, all EGX Shareholders, as well as any creditor who has the benefit of a mortgage over any EGX Shares ("Mortgaged Creditors"), will have the ability to require the Company to acquire the EGX Shares held by them or mortgaged in favour of them (as the case may be) on the EGX during the specified period determined by the Company, as noted below (the "Delisting Buyback Period"), and subject to further terms and conditions (such persons, the "Selling Shareholders", and such EGX Shares acquired by the Company from the Selling Shareholders, the "Delisting Sale Shares").

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All EGX Shareholders and Mortgaged Creditors will have the ability to require the Company to acquire their Delisting Sale Shares during the Delisting Buyback Period pursuant to the Delisting Share Buyback regardless of whether they have voted on the Revised Buyback Resolutions or the Previous EGM Delisting Resolution and, if they did, irrespective of how they voted.

The Delisting Share Buyback will be administered by a broker to be engaged by the Company (the "Broker"), and it is currently anticipated that the Delisting Buyback Period will commence in July or August 2024 and extend for a period of approximately 30 calendar days. The Company will announce the Delisting Buyback Period in due course. The price to be paid by the Company to the Selling Shareholders for their Delisting Sale Shares pursuant to the Delisting Share Buyback (the "Delisting Buyback Price") will be the Revised Delisting Buyback Price of 20.00 Egyptian pounds per Delisting Sale Share (exclusive of expenses).

The Company will pay all brokerage commissions and administrative fees/costs on the EGX for the acquisition of the Delisting Sale Shares pursuant to the Delisting Share Buyback. Each Selling Shareholder shall be responsible for its own expenses relating to the sale of its Delisting Sale Shares pursuant to the Delisting Share Buyback.

Any Shareholder who is in any doubt as to their tax, legal or financial position or liabilities in relation to their EGX Shares, the Delisting Share Buyback, or any other matter set out in this Circular, should consult their own independent professional adviser(s) without delay.

Further details of the Delisting Share Buyback, including the relevant timeline, the Delisting Buyback Period and the actions an EGX Shareholder or Mortgaged Creditor needs to take to sell its EGX Shares (or EGX Shares mortgaged in favour of it), will be announced by the Company in due course.

5. Repurchase of Shares at the Revised Delisting Buyback Price - Resolution 1

At the annual general meeting of the Company for the year ended 31 December 2023, which was held on 29 May 2024, the Company obtained customary Shareholder authority to, among other things, make market purchases of up to 60,000,000 Shares in the capital of the Company (being approximately 10% of the Company's current issued share capital) at prices not less than the nominal value of an ordinary share and not exceeding 105% of the average of the middle market quotations for the five business days before each purchase (exclusive of expenses) ("AGM Resolution 15"). Your Directors have no current plans to make any such purchases, but the ability to repurchase the Company's Shares is one of the options for the effective management of the Company's capital which they keep under review. It is envisaged that such purchases would only be made after considering the effect upon earnings per Share and the benefits for Shareholders generally of doing so.

However, as noted above and reflected in the Previous EGM Circular, and consistent with Egyptian regulations and practice for Egyptian-incorporated companies seeking to delist from the EGX, EGX Shareholders and Mortgaged Creditors will have the ability to require the Company to acquire their Delisting Sale Shares pursuant to the Delisting Share Buyback. This would be separate and distinct from any repurchase of the Company's Shares pursuant to AGM Resolution 15 were any such repurchase to be made. Accordingly, pursuant to Resolution 1, which will, if passed, substitute and replace the authorities granted by resolution 2 passed at the Previous EGM, and will otherwise be in addition to any and all other existing authorities (whether pursuant to AGM Resolution 15 or otherwise), the Company is seeking a separate authority to be able to repurchase its own Shares at the Revised Delisting Buyback Price in order to complete the Delisting Share Buyback should the Company be required to purchase any Delisting Sale Shares in connection with the EGX Delisting.

The Revised Delisting Buyback Price was approved by the Board and is the price that the EGX deemed to be consistent with Egyptian regulations and practice for Egyptian-incorporated companies seeking to delist from the EGX, and will be paid to Selling Shareholders in Egyptian pounds. Accordingly, the Revised Delisting Buyback Price may be higher than 105% of the average of the middle market quotations for the five business days before the date of the relevant purchase (exclusive of expenses).

The maximum number of Shares that could be repurchased by the Company pursuant to Resolution 1 would be 30,104,435 Shares, representing the total number of EGX Shares as at 16 May 2024, being the Stop Date. In practice, the Company expects that a proportion of the EGX Shares will be transferred across to the LSE and will not be required to be repurchased by the Company.

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The authority set out in Resolution 1 will unless previously renewed, varied or revoked by the Company in general meeting) expire at the earlier of (a) the conclusion of the next annual general meeting of the Company following the date of the EGM, and (b) at close of business on the day falling 15 months after the date of the EGM.

For illustrative purposes only, based on 30,104,435 EGX Shares, being the total number of EGX Shares as at 16 May 2024, and the Revised Delisting Buyback Price of 20.00 Egyptian pounds per Delisting Sale Share, the total amount payable by the Company for all Delisting Sale Shares acquired pursuant to the Delisting Share Buyback (exclusive of expenses) (the "Total Buyback Consideration") would be, at a maximum, 602,088,700.00 Egyptian pounds.

The Delisting Share Buyback will be funded using the Company's existing financial resources and/or new financing. The Directors had, prior to making the decision to proceed with the EGX Delisting and the Delisting Share Buyback, considered the effect upon earnings per Share and the benefits for Shareholders generally of the Delisting Share Buyback and the Directors have undertaken a similar exercise in light of the Revised Delisting Buyback Price.

There were no options over Shares outstanding as at the date of this Circular.

6. Treasury Shares - Resolutions 2 and 3

Resolution 2 proposes that the Company may hold any of its own Shares that it purchases pursuant to the authority conferred by Resolution 1 as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base.

Resolution 3 proposes that the Company be enabled to execute and deliver all such documents as necessary to hold the Shares it purchases pursuant to the authority conferred by Resolution 1 as treasury shares.

The Board unanimously recommends that you vote in favour of each of the Revised Buyback Resolutions, as the Directors intend to do in respect of their own beneficial shareholdings where applicable.

7. Options available to EGX Shareholders

If the Revised Buyback Resolutions are duly approved at the EGM, the EGX Shareholders will have the following options:

Option 1: Conduct EGX to LSE Share Transfers pursuant to the Share Transfer Mechanism

EGX Shareholders will continue to have the ability to conduct EGX to LSE Share Transfers pursuant to the Share Transfer Mechanism, provided that such EGX to LSE Share Transfers are initiated before the EGX Delisting Date.

Such Shares will thereafter be capable of settlement in the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No.3755) operated by Euroclear UK & International Limited ("CREST").

EGX Shareholders should note that electing this option would require them to have access to the facilities of a CREST member/participant to receive the Shares in CREST (usually by way of having a brokerage account with a custodian that is a CREST member/participant).

Option 2: Sell EGX Shares to the Company pursuant to the Delisting Share Buyback

As set out in paragraphs 4 and 5 of this Letter, EGX Shareholders will have the ability to require the Company to acquire their EGX Shares during the Delisting Buyback Period pursuant to the Delisting Share Buyback, and receive the Revised Delisting Buyback Price of 20.00 Egyptian pounds for each such EGX Share sold. Further details are set out in paragraphs 4 and 5 of this Letter.

Option 3: Sell EGX Shares to one or more third parties

Before the EGX Delisting Date, EGX Shareholders will, subject to market conditions and prevailing demand, be able to sell their EGX Shares to one or more third party buyers on the EGX.

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EGX Shareholders who do not take any of the three options set out above

Following the EGX Delisting Date, any EGX Shares not moved across to the LSE pursuant to an EGX to LSE Share Transfer or sold to the Company pursuant to the Delisting Share Buyback will no longer be capable of being traded on the EGX (such Shares, the "Remaining Shares").

The Company will, in accordance with the Company's Articles of Association and the laws of Jersey, take such steps as necessary to ensure that the Remaining Shares are no longer held by MCDR, and instead are held directly by such Shareholders (the "Remaining Shareholders") as indicated in the register maintained by MCDR as at the EGX Delisting Date. These steps include, among others, making the relevant entries in the Company's share register to reflect the Remaining Shareholders as the holders of their respective Remaining Shares in place of MCDR, and issuing share certificates to the Remaining Shareholders in respect of their holdings of Remaining Shares. Thereafter, the Remaining Shareholders can, provided that they take all necessary steps and actions as prescribed by the rules and procedures of CREST and the LSE, hold their Remaining Shares as LSE Shares that can be traded on the main market for listed securities of the LSE.

Any such actions by the Company shall be without prejudice to the Company's obligations (if any), remaining outstanding as at the EGX Delisting Date, to settle amounts owed to any Shareholder, including any Remaining Shareholder.

Shareholders are required to come to their own decisions in respect of their EGX Shares, the Delisting Share Buyback, and any other matter set out in this Circular, and are recommended to consult their own legal, financial or taxation advisers, stockbroker, bank manager, solicitor, accountant and/or other independent professional advisers.

8. Costs and Expenses

As noted in the Previous EGM Circular, in addition to the Total Buyback Consideration the Company will also bear certain other costs and expenses related to the EGX Delisting.

9. Timeline

The EGM will take place on Thursday, 18 July 2024 at 1.00 pm (BST) / 3.00 pm local time (EEST).

Assuming the Revised Buyback Resolutions are duly approved by Shareholders at the EGM, it is expected that the Delisting Share Buyback will commence in July or August 2024 and extend for a period of approximately 30 calendar days, and the EGX Delisting will complete by the end of Q3 2024. The Company will announce the Delisting Buyback Period in due course.

VOTING, RECOMMENDATION & QUESTIONS

The Board unanimously recommends that you vote in favour of each of the Revised Buyback Resolutions, as the Directors intend to do in respect of their own beneficial shareholdings where applicable.

The Board remains keen to encourage engagement with Shareholders. To that end, the Directors would like to invite questions from Shareholders in advance of and during the EGM. Should Shareholders wish to submit questions to the Board prior to the deadline for proxy voting they can do so, and these will be responded to on an individual basis. In addition, the Board will offer shareholders the opportunity to dial into the EGM, at which time they can also submit questions to the Board.

Shareholders wishing to access the dial-in facility or submit questions are asked to email Tarek Yehia at [e-mail] by close of business on Thursday, 11 July 2024.

If you are unable to attend the EGM but would like to vote on the Revised Buyback Resolutions, I kindly request for you to submit your proxy vote online at www.signalshares.com or in accordance with the instructions set out in note 2 of the Notice of EGM on pages 11 to 13. All proxy instructions must be received no later than 1.00 pm (BST) on Tuesday, 16 July 2024.

Yours faithfully,

LORD ANTHONY ST JOHN, CHAIRMAN

Dated: 1 July 2024

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PART 2

INTEGRATED DIAGNOSTICS HOLDINGS PLC

(Incorporated in Jersey with registered number 117257)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Integrated Diagnostics Holdings Plc (the "Company") will be held at the headquarters of Integrated Diagnostics Holdings plc, Building B216-F7, Smart Village, Giza, Egypt on Thursday, 18 July 2024 at 1.00 pm (BST) / 3.00 pm local time (EEST), for the following purposes:

SPECIAL RESOLUTION

1. To consider and, if thought fit, pass the following special resolution which, in accordance with Article 3 of the Company's Articles of Association will require a majority of three-fourths of the members voting in person or by proxy on this resolution to be passed:

THAT, subject to and conditional upon the passing of the other resolutions in the notice convening the meeting at which this resolution was proposed, and in substitution for and in replacement of the authorities granted by resolution 2 passed at the extraordinary general meeting of the Company held on Wednesday, 12 June 2024 but in addition to any and all other existing authorities, the Company is hereby generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of Equity Securities admitted to trading on the Egyptian Exchange (the "EGX") as at 16 May 2024 on such terms and in such manner as the Directors shall determine, provided that:

1. the maximum number of Equity Securities authorised to be purchased is 30,104,435, representing up to approximately 5.02% of the sum of the total issued ordinary share capital of the Company and being 100% of the Equity Securities admitted to trading on the EGX as at 16 May 2024; and
2. the price (exclusive of expenses) which may be paid for each Equity Security is 20.00 Egyptian pounds being both the minimum and maximum price for the purposes of Article 57 of the Companies (Jersey) Law 1991,

and this authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company held after the date on which this resolution is passed or, if earlier, at close of business on the day falling 15 months after that date, save that the Company may make a contract to purchase Equity Securities under this authority before this authority expires which will or may be executed wholly or partly after its expiration.

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass the following ordinary resolution which will require a simple majority of the members voting in person or by proxy on this resolution to be passed:
   THAT, subject to and conditional upon the passing of the other resolutions in the notice convening the meeting at which this resolution was proposed, and pursuant to Article 58A (1)(b) of the Companies (Jersey) Law 1991, the Company is hereby generally and unconditionally authorised to hold the Equity Securities purchased pursuant to the authority conferred by Resolution 1 as treasury shares in accordance with the provisions of the Companies (Jersey) Law 1991.
2. To consider and, if thought fit, pass the following ordinary resolution which will require a simple majority of the members voting in person or by proxy on this resolution to be passed:
   THAT, subject to and conditional upon the passing of the other resolutions in the notice convening the meeting at which this resolution was proposed, the Company is hereby generally and unconditionally authorised to execute and deliver any documents that are

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necessary or expedient in connection with the Company holding, as treasury shares, the Equity Securities purchased pursuant to the authority conferred by Resolution 1.

By order of the Board of Directors of Integrated Diagnostics Holdings Plc

LORD ANTHONY ST JOHN, CHAIRMAN

Dated: 1 July 2024

Registered Office Address:

IFC 5, St Helier, Jersey, JE1 1ST, Channel Islands

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