HVIVO : 2023 AGM Notice & Proxy Form

7.2 in any other case, up to a maximum aggregate nominal amount of 522>,250 (22>,250,000 new ordinary shares in the capital of the Company, representing approximately one-third of the Company's issued ordinary share capital as at 25 April 2023, the latest practicable date prior to publication of this Notice of AGM) (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 7.1 above),

PROVIDED that such authority shall expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2024; and (ii) the date falling 15 months from the date of the passing of this Resolution unless any such authorities are renewed, varied or revoked by the Company prior to or on that date and provided also that the Company may, before such expiry, make an offer or agreement which would or might require shares in the Company or rights to be allotted or granted after such expiry and Directors may allot shares in the Company or grant rights pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired.

Special Business

Resolution @

THAT, subject to Resolution 7 being passed, in accordance with section 570(1) of the Act, and in substitution for any existing authority, the Directors be and they are hereby empowered to allot equity securities (within the meaning of section 5>0 of the Act) for cash pursuant to the authorities conferred by Resolution 7 as if section 5>1 of the Act did not apply to such allotment, PROVIDED that this power shall be limited to:

@.1 the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under Resolution 7.1, by way of a fully pre-emptive offer only and subject to the aggregate nominal amount permitted from time to time under Resolution 7.1):

(a) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

(b) 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 other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

@.2 the allotment of equity securities (otherwise than pursuant to paragraph @.1 of this Resolution) to any person up to a maximum aggregate nominal amount of 5>7,@7> (representing approximately 10D of the Company's issued ordinary share capital as at 25 April 2023, the latest practicable date prior to publication of this Notice of AGM).

PROVIDED ALSO that such powers shall expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2024; and (ii) the date falling 15 months from the date of the passing of this Resolution unless any such power is renewed, revoked or varied by special resolution and that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities

pursuant to any such offer or agreement as if such powers had not expired.

Resolution 9

THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section >93(4) of the Act) on the London Stock Exchange of ordinary shares of

0.1 pence each in the capital of the Company PROVIDED THAT:

1. the maximum aggregate number of shares hereby authorised to be purchased is >7,@7>,000 ordinary shares of 0.1 pence each (representing approximately 10D of the Company's issued ordinary share capital as at 25 April 2023, the latest practicable date prior to publication of this Notice of AGM);
2. the minimum price (exclusive of expenses) which may be paid for such shares is 0.1 pence per share;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than 105D of the average closing middle market quotation for an ordinary share as derived from the London Stock Exchange plc for the five business days immediately preceding the date on which the ordinary share is purchased;
4. unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company's next annual general meeting; and

1. the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

By order of the Board

Stephen Pinkerton - Age 59

Stephen is Chief Financial Officer at hVIVO. Having worked at the Company for six years, he has developed a strong end to end understanding of the business, working across all key commercial operational decisions. During his time at the Company, he helped transform the financial reporting, monthly accounts and forecasting of the business, overhauled the project accounting system, developed pricing models for all the contracts that range in value from 92m to 915m, improved pricing and margin on contracts, oversaw forecast models for mergers, acquisitions and operational performance, and supported on the restructuring of the business to improve efficiencies. Stephen has an extensive career in a range of leadership positions. Prior to joining hVIVO, he worked in Thomson Reuters for eleven years, most recently as Finance Director for Enterprise Risk Management. He holds a Honours Degree in Bachelor of Commerce and a Bachelor's Degree in Accounting and Finance from the University of Cape Town.

Resolution 6

Shareholders are asked to approve a final dividend of 0.45 pence per ordinary share of 0.1 pence each in the Company for the financial year ended 31 December 2022. If the recommended final dividend is approved, the dividend will be paid on 9 June 2023 to all shareholders appearing on the Company's Register of Members at the close of business on 5 May 2023. The final dividend, if approved, would equate to an aggregate payment of approximately 93 million, reflecting exceptional cash generation in addition to the Company's robust balance sheet.

Resolution 7

This is an ordinary resolution that deals with the Directors' authority to allot Relevant Securities in accordance with section 551 of the Act and is in place of any and all existing authorities.

If passed, the resolution will authorise the Directors to allot: (i) in relation to a rights issue or open offer only, equity securities (as defined by section 5B0 of the Act) up to a maximum nominal amount of 922B,250 which represents approximately one-third of the Company's issued ordinary shares as at 25 April 2023. This maximum is reduced by the nominal amount of any Relevant Securities allotted under the authority set out in paragraph 7.2 of Resolution 7; and (ii) in any other case, Relevant Securities up to a maximum nominal amount of 922B,250 which represents approximately one-third of the Company's issued ordinary shares as at 25 April 2023. This maximum is reduced by the nominal amount of any equity securities allotted under the authority set out paragraph 7.1 of Resolution 7.

The authority granted by this resolution will expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2024, and (ii) the date falling 15 months from the date of the passing of the resolution, unless any such authorities are renewed, varied or revoked by the Company prior to or on that date. In this regard, it should be noted that the authority conferred at the general meeting of the Company held in July 2022 will expire at the end of the AGM.

In Resolution 7, Relevant Securities means (i) shares in the Company, other than shares allotted pursuant to: (a) an employee share scheme (as defined in section 11BB of the Act); (b) a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security; or (c) a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; and (ii) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 11BB of the Act). References to the allotment of Relevant Securities in Resolution 7 includes the grant of such rights.

Resolution 8

This is a special resolution to disapply statutory pre-emption rights otherwise applicable to the Company in respect of Resolution 7. In this regard, it should be noted that the authority conferred at the general meeting of the Company held in July 2022 will expire at the end of the AGM.

This resolution will, if passed, give the Directors power, pursuant to the authority to allot granted by Resolution 7, to allot equity securities (as defined by section 5B0 of the Act) for cash without first offering them to existing shareholders in proportion to their existing holdings: (a) in connection with a rights issue or open offer subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements; and (b) in any other case, up to a maximum nominal amount of 9B7,D7B which represents approximately 10H of the Company's issued ordinary share capital as at 25 April 2023.

Resolution 9

A special resolution will be proposed to authorise the Directors to make one or more market purchases for the purposes of Section 701 of the Act. The maximum number of shares which may be acquired pursuant to this authority is B7,D7B,000, which is equal to approximately 10H of the issued ordinary share capital of the Company as at 25 April 2023, the latest practicable date prior to publication of this Notice of AGM. This authority will expire at the conclusion of the annual general meeting in 2024.

The Directors currently have no intention of using their authority to make market purchases. Should this change and the Directors decide to make market purchases, they will only do so if such market purchases are expected to result in an increase in the