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Thursday 18 November, 2021

Accustem Sciences Limited

Accustem Sciences Limited Results of Shareholder Meetings

Accustem Sciences Limited Results of Shareholder Meetings

ACCUSTEM SCIENCES LIMITED (‘Accustem UK’)

and

ACCUSTEM SCIENCES INC. (‘Accustem US’)

Interposition of new US holding company by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

LONDON, Nov. 18, 2021 (GLOBE NEWSWIRE) -- Accustem UK is pleased to announce that at the Court Meeting and the General Meeting of Accustem UK Shareholders held earlier today to approve the terms of the interposition of a new US holding company be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to Accustem UK Shareholders dated 2 November 2021 (the "Scheme Document").

At the Court Meeting, a majority in number of Scheme Shareholders, who voted and were entitled to vote (either in person or by proxy on the virtual meeting platform) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolutions to provide for the implementation of the Scheme and the amendments to Accustem UK's articles of association were also passed by the requisite majority on a poll.

COURT MEETING

The results for the resolution to approve the Scheme were as follows:

Results of
the Court
Meeting
Number of
Scheme
Shares voted
% of
Scheme
Shares
voted
Number of
Scheme
Shareholders
who voted
% of Scheme
Shareholders
who voted
Number of
Scheme Shares
voted as a
percentage of
issued ordinary
share capital
entitled to vote
on the Scheme
FOR 80,793,623 99.62% 43 78.18% 39.57%
AGAINST 307,323 0.38% 12 21.82% 0.15%

GENERAL MEETING

The special resolutions to provide for the implementation of the Scheme and the requisite amendments to Accustem UK's articles of association were also passed by the requisite majority on a poll.

The number of votes received were as follows:

  For Against Total Withheld
  No. of
Accustem
Shares
voted
% of
Accustem
Shares
voted
No. of
Accustem
Shares
voted
% of
Accustem
Shares
voted
No. of
Accustem
Shares
voted
No. of
Accustem
Shares
Special Resolution 1 80,790,722 99.69% 251,380 0.31% 81,042,102 49,620
Special Resolution 2 80,790,036 99.69% 252,066 0.31% 81,042,102 49,620
Ordinary Resolution 3 80,770,596 99.67% 271,506 0.33% 81,042,102 49,620

Votes lodged to be cast at the Chairman's discretion have been included in the 'FOR' figures.

Completion of the Scheme remains subject to the Court sanctioning the Scheme at the Court Hearing which is now expected to take place on 30 November 2021.

Last time for dealings in, for registration of transfers of, and D&I disablement in CREST of UK Accustem Shares   Close of business on 29 November 2021
Court Hearing to sanction the Scheme   30 November 2021
Scheme Record Time   Close of business on 1 December 2021
Scheme Effective Date   8:00 a.m. on 2 December 2021
Despatch of share certificates of US Accustem Shares   within 14 days of the Scheme Effective Date
Longstop date   31 December 2021

Capitalised terms used in this announcement, unless otherwise defined shall have the same meanings as set out in the Scheme Document.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

For further enquiries:
Accustem Sciences Limited
Gabriele Cerrone +44 (0)20 7495 2379



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