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Vidac Pharma
AGM 2026

Notice of Annual General Meeting 2026

Vidac Pharma Holding PLC — Wednesday, 30 September 2026, 9.30 am CEST / 10.30 am Israel time (by videoconference)

VIDAC PHARMA HOLDING PLC — Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 13479728. Registered office: 20–22 Wenlock Road, London, England, N1 7GU.

This document is important and requires your immediate attention.

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant, or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Vidac Pharma Holding PLC, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Key dates and times

Submission of pre-AGM questions deadline
by 9.00 am CEST / 10.00 am IDT, Monday, 28 September 2026
Registration deadline to attend the AGM
by 9.00 am CEST / 10.00 am IDT, Monday, 28 September 2026
Proxy submission deadline
by 9.00 am CEST / 10.00 am IDT, Monday, 28 September 2026
AGM date and time
9.30 am CEST / 10.30 am Israel time, Wednesday, 30 September 2026
Videoconference access details
provided by email by 29 September 2026

Shareholders are strongly encouraged to appoint the Chair of the AGM as their proxy and submit voting instructions in advance.

Download / Print the Form of Proxy

Letter from the Chair

Registered office

20–22 Wenlock Road
London, England
N1 7GU

Directors

Dr. Max Herzberg, PhD
Yochai Richter
Christian Policard, PhD
Joseph Tenne
Oren Becker

Company Secretary

Nataliia Kronik (Chair)

08 September 2026

Dear Shareholder,

Notice of Annual General Meeting

Enclosed with this letter is the notice (“Notice”) convening the 2026 Annual General Meeting (“AGM”) of Vidac Pharma Holding PLC (the “Company”). A copy of this document can be viewed on the Company’s website at vidacpharma.com/en/investor-relations.

This letter provides a brief summary of the proceedings of the AGM, including the resolutions set out in the Notice (“Resolutions”). The AGM will be held at 9.30 am CEST / 10.30 am Israel time on Wednesday, 30 September 2026. Videoconference access details will be sent to shareholders by email by 29 September 2026.

Resolutions 1 to 9 (inclusive) are proposed as Ordinary Resolutions. This means that, in accordance with the requirements of the Companies Act 2006 (the “Companies Act 2006”), for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 10 and 11 are proposed as Special Resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Voting arrangements

Shareholders are strongly encouraged to appoint the chair of the AGM as their proxy and provide voting instructions in advance of the AGM by email to kronik@companiessecretary.com (with “PROXY” in the subject row), in any event, by no later than 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026. The Chair of the meeting will direct that voting on all Resolutions will take place by way of a poll, rather than a show of hands, to ensure that proxy votes are recognised in order to accurately reflect the views of shareholders. The voting results on the Resolutions put to the AGM will be available on the Company’s website following the closure of the AGM and any adjournment of the meeting.

Questions

The Company welcomes all questions from shareholders pertaining to the matters to be considered and voted on at the AGM. The directors of the Company (“Directors”) present will answer any question relating to the business being dealt with at the AGM put by a member attending the meeting unless to do so would interfere unduly with the preparation for the meeting, involve the disclosure of confidential information, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

If you wish to submit a question, it would be helpful if you would send your question via email by 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026 to kronik@companiessecretary.com (with “AGM QUESTION” in the subject row). Members should ensure that any proxy they appoint is aware of any question they have posed to the Company.

Yours faithfully,

Max Herzberg, PhD
Chair — 08 September 2026

Notice of Annual General Meeting 2026

Notice is hereby given that the Annual General Meeting 2026 (“AGM”) of Vidac Pharma Holding PLC (the “Company”) will be held at 9.30 am CEST / 10.30 am Israel time on Wednesday, 30 September 2026 to consider and, if thought fit, pass the following Resolutions. Videoconference access details will be provided by 29 September 2026. The meeting will also receive an update from the Board on recent developments and business plans. Resolutions 10 and 11 will be proposed as special resolutions. All other Resolutions will be proposed as ordinary resolutions.

Ordinary Resolutions

  1. That Dr. Max Herzberg, PhD, who is retiring as a director of the Company (“Director”) and, being eligible, is offering himself for re-appointment, be and is hereby re-appointed as a Director.
  2. That Mr. Yochai Richter, who is retiring as a Director and, being eligible, is offering himself for re-appointment, be and is hereby re-appointed as a Director.
  3. That Dr. Christian Policard, PhD, who is retiring as a Director and, being eligible, is offering himself for re-appointment, be and is hereby re-appointed as a Director.
  4. That Joseph Tenne, who is retiring as a Director and, being eligible, is offering himself for re-appointment, be and is hereby re-appointed as a Director.
  5. To receive the annual report and audited financial statements of the Company and its group for the year ended 31 December 2025, together with the reports of the directors and the auditor.
  6. To reappoint MHA Audit Services LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next accounts meeting.
  7. To authorise the Directors to determine the remuneration of the auditors.
  8. That, in accordance with section 551 of the Companies Act 2006, as amended, the Directors (or a duly constituted committee of the Directors) be and are hereby generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £10,694,620 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months from the date this resolution is passed or, if earlier, at the conclusion of the next annual general meeting of the Company to be held following the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired, such authority revoking and replacing all unexercised authorities previously granted to the Directors but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.
  9. To approve the Company’s strategy to conclude a license agreement with Eutopos Pharma, a French company intended to undertake fundraising, development and commercialisation activities initially in Europe, with the final territory to be agreed.

Special Resolutions

  1. That, subject to the above resolution 8 being passed, the Directors be and are hereby generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority given by that resolution as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to:

    10.1

    1. the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical problems which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or by virtue of ordinary shares being represented by depositary receipts or any other matter;
    2. the grant of rights to subscribe for or to convert any security into shares in the Company under any convertible loan agreements entered into between the Company and lenders;
    3. the grant of warrants to subscribe for shares in the Company;
    4. the allotment of equity securities pursuant to a subscription agreement between Dr. Max Herzberg and Mr. Yochai Richter and the Company as amended from time to time; and
    5. the allotment of equity securities other than as described in sub-paragraphs (a) to (d) inclusive above;

    each such power to be exclusive of the others but limited in the aggregate to the allotment of equity securities up to an aggregate nominal amount of £5,000,000; and

    10.2

    the grant of options to subscribe for shares in the Company pursuant to any option plan adopted by the Directors up to an aggregate nominal amount of £5,694,620;

    all such powers described above in this Resolution 10 expiring upon the expiry of the general authority conferred by the above resolution 8, but prior to the expiry of such power and authority the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority and power expire and the Directors may allot equity securities under any such offer or agreement as if the authority and power had not expired.

  2. Notwithstanding anything to the contrary in the Company’s Articles of Association, that the Directors be and are hereby generally and unconditionally authorised from time to time to capitalise a sum or sums not exceeding £5,000,000 standing to the credit of the Company’s fair value reserve through OCI, net of tax and/or share premium account from time to time, and to apply such sum in paying up in full or in part on issue ordinary shares of £1.00 each in the capital of the Company that may be allotted, or allotted on the exercise of rights to subscribe for or to convert any security into shares in the Company granted, pursuant to the authority given by resolution 8 above and the power given by any of sub-paragraphs (b), (c) and (d) of sub-paragraph 10.1 and sub-paragraph 10.2 of resolution 10 above.

Other business: To discuss any other business properly brought before the meeting. This item does not authorise substantive resolutions for which separate notice is required.

Your Board believes that the Resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolutions. The aggregate beneficial holdings of the Directors and their connected persons as at 08 September 2026 are 42,475,262 Ordinary Shares, representing 68.80% of the issued share capital.

Nataliia Kronik
Company Secretary
By order of the Board — 08 September 2026

Registered office: 20–22 Wenlock Road, London, England, N1 7GU

Shareholders are strongly encouraged to appoint the Chair of the AGM as their proxy and submit voting instructions in advance.

Download / Print the Form of Proxy
Notes to the Notice of Annual General Meeting

Voting arrangements. Shareholders are strongly encouraged to appoint the chair of the AGM as their proxy and provide voting instructions in advance of the AGM to the Company and, in any event, by no later than 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026. A person other than the chair may be appointed as proxy, in accordance with the notes in this notice and the form of proxy. You can register your vote(s) for the AGM by sending a scanned copy of the proxy form accompanying this notice, duly completed and signed, by email to kronik@companiessecretary.com (with “PROXY” in the subject row). The Chair of the meeting will direct that voting on all Resolutions will take place by way of a poll, rather than a show of hands.

  1. Entitlement to attend and vote. Only those shareholders registered in the Company’s register of members at 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026 or, if this meeting is adjourned, 48 hours (ignoring any part of a day that is not a working day) prior to the adjourned meeting, shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  2. Website giving information regarding the meeting. Information regarding the meeting can be found at vidacpharma.com/en/investor-relations.
  3. Appointment of proxies. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
  4. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this “Appointment of proxies” section. Please read the “Nominated persons” section below.
  5. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please photocopy the proxy form and insert the number of shares over which the proxy is appointed in the box next to the proxy’s name. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chair) and give your instructions directly to them. Shareholders can appoint a proxy and give proxy instructions by sending a scanned copy of the proxy form accompanying this notice, duly completed and signed, by email to kronik@companiessecretary.com (with “PROXY” in the subject row).
  6. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting and vote in person, your proxy appointment will automatically be terminated.
  7. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.
  8. Shareholders are strongly encouraged to appoint the chair of the AGM as their proxy and provide voting instructions in advance of the AGM.
  9. Appointment of proxy by email. The notes to the proxy form explain how to direct your proxy how to vote on each Resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be completed and signed; sent or delivered to the Company by sending a scanned copy by email to kronik@companiessecretary.com (with “PROXY” in the subject row); and received by the Company no later than 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026. In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. A scanned copy of any power of attorney or any other authority under which the proxy form is signed must be included with the proxy form. If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact the Company at kronik@companiessecretary.com.
  10. You may not use any electronic address provided either in this notice of general meeting or in any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
  11. Appointment of proxy by joint members. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
  12. Changing proxy instructions. Shareholders may change proxy instructions by submitting a new proxy appointment using the method set out above. Note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  13. Termination of proxy appointments. A shareholder may revoke a proxy instruction but to do so you will need to inform the Company in writing by sending a scanned notice clearly stating your intention to revoke your proxy appointment by email to the Company at kronik@companiessecretary.com. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. A scanned copy of any power of attorney or any other authority under which the revocation notice is signed must be included by email with the revocation notice.
  14. The revocation notice must be received by the Company no later than 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026.
  15. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.
  16. Corporate representatives. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
  17. Issued shares and total voting rights. As at 08 September 2026, the Company’s issued share capital comprised 61,736,608 ordinary shares of £1.00 each. Each ordinary share carries one vote at a general meeting. Subject to confirmation of any treasury shares, the total number of voting rights is 61,736,608.
  18. Nominated persons. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person): (a) You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (the “Relevant Shareholder”) to be appointed or to have someone else appointed as a proxy for the meeting. (b) If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights. (c) Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company.
  19. The annual report and signed audited financial statements for the year ended 31 December 2025 and the 2026 operational budget are to accompany this notice. The financial statements were approved by the Board on 29 August 2026. Resolution 5 concerns their receipt by members.
  20. Documents on display. Copies of the Company’s articles of association are available for inspection at the Company’s registered office, 20–22 Wenlock Road, London, England, N1 7GU during normal business hours and the Company’s articles of association and the Subscription Agreement will be available for inspection at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.
  21. Communication. Except as provided above, shareholders who have general queries about the meeting should submit their query by email to kronik@companiessecretary.com (with “AGM QUERY” in the subject row). No other methods of communication will be accepted.
  22. Shareholder rights to publish statements and ask questions. Under section 527 of the Companies Act 2006 shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to the audit of the Company’s accounts or any circumstance connected with an auditor ceasing to hold office. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006.
  23. Arrangements will be made to answer questions relating to the business being dealt with at the AGM put by a member attending the meeting unless to do so would interfere unduly with the preparation for the meeting, or involve the disclosure of confidential information; the answer has already been given on a website; or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. If you wish to submit a question, please send it by 9.00 am CEST / 10.00 am IDT on Monday, 28 September 2026 to kronik@companiessecretary.com (with “AGM QUESTION” in the subject row).
  24. The Company may process personal data of attendees at the meeting. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data, including your name, contact details and the votes you cast. The Company shall process such personal data in accordance with its privacy policy.
  25. Participation in the AGM by videoconference. Instructions on participation by videoconference will be sent to shareholders by email by 29 September 2026. Please contact the Company Secretary at kronik@companiessecretary.com for access assistance and to indicate intended attendance. An attendance response is requested for administration and is not an additional condition of a member’s statutory attendance rights.
Explanation of the Resolutions

Resolutions 1 to 4 inclusive deal with the retirement and re-appointment of each of the directors of the Company.

Resolution 5. The Directors are required by the Companies Act 2006 to present to the shareholders at a general meeting the reports of the directors and auditors, and the audited accounts of the Company, for the year ended 31 December 2025.

Resolution 6. This Resolution seeks shareholder approval for the reappointment of MHA Audit Services LLP as auditor of the Company from the conclusion of this meeting until the conclusion of the next accounts meeting.

Resolution 7. This Resolution gives the Directors the authority to determine the remuneration of the auditors for the audit work to be carried out by them for the financial year ending 31 December 2026.

Resolution 8. The Directors may only allot shares or grant rights over shares if authorised to do so by the shareholders. Similar authorities and powers were granted at the previous annual general meeting in 2025 and are due to expire and therefore require renewal. Resolution 8 will be proposed as an ordinary resolution to grant a new authority to allot shares and grant rights up to an aggregate nominal value of £10,694,620, representing 10,694,620 Ordinary Shares (approximately 17.32% of the issued ordinary share capital of the Company as at 08 September 2026).

Resolution 9. This Resolution seeks approval of the Company’s strategy to conclude a licence agreement with Eutopos Pharma, a French company intended to undertake fundraising, development and commercialisation activities initially in Europe, with the final territory to be agreed.

Resolution 10. Resolution 10 will be proposed as a special resolution to empower the Directors to allot shares or grant rights over shares for cash otherwise than in accordance with the statutory pre-emption rights provided by the Companies Act 2006, limited as set out in the Notice, up to an aggregate nominal amount of £5,000,000 and, for options, up to £5,694,620.

Resolution 11. Under resolution 11, it is proposed that, notwithstanding anything to the contrary in the Company’s Articles of Association, the Directors be given the authority to capitalise a sum or sums not exceeding £5,000,000 standing to the credit of the Company’s fair value reserve through OCI, net of tax and/or share premium account, and to apply such sum in paying up ordinary shares of £1.00 each.

Resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions and will be passed if a majority of the votes cast for and against are in favour. Resolutions 10 and 11 are special resolutions and will be passed if not less than 75% of the votes cast for and against are in favour.

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