INTEGRATED DIAGNOSTICS HOLDINGS PLC

(Incorporated in Jersey with registered number 117257)

(THE "COMPANY")

PASSED ON 12 JUNE 2024

At an Extraordinary General Meeting of the Company, duly convened and held at the Headquarters of Integrated Diagnostics Holdings, Building B216-F7, Smart Village, Giza, Egypt on Wednesday, 12 June 2024 at 1.00 pm (GMT) / 3.00 pm local time (EET), the following resolutions were passed, with Resolutions 3 and 4 as an Ordinary Resolution and Resolutions 1 and 2 as Special Resolutions.

IT WAS RESOLVED:

  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, the Company is hereby generally and unconditionally authorised to delist voluntarily the Company's Equity Securities from the Egyptian Exchange (the "EGX"), and to take all necessary steps and procedures with all governmental and non-governmental authorities, including but not limited to the Egyptian Financial Regulatory Authority, Misr for Central Clearing, Depository and Registry and the EGX to effect the voluntary delisting from the EGX.
  2. 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 addition to any and all 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 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 18.62 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.

3. 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 2 as treasury shares in accordance with the provisions of the Companies (Jersey) Law 1991.

4. 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 necessary or expedient in connection with the Company holding, as treasury shares, the Equity Securities purchased pursuant to the authority conferred by Resolution 2.

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IDH - Integrated Diagnostics Holdings plc published this content on 12 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 June 2024 14:50:07 UTC.