Corporate News

Proposed Cancellation of Admission & Notice of GM

14 November 2025

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

Polarean Imaging plc (AIM: POLX), a commercial-stage medical technology company and global leader in functional lung imaging using hyperpolarised Xenon MRI, announces that it intends to seek shareholder approval for the cancellation of the admission of its Ordinary Shares to trading on AIM with effect from 7:00 a.m. on 23 December 2025 and the re-registration of the Company as a private limited company.

The Company’s current cash balance is anticipated to fund the Company through the second quarter of 2026. The Company needs to raise additional capital from strategic or financial investors during the current cash runway. The Board has been evaluating all available options to maximise long-term shareholder value, including identifying opportunities to further reduce operational costs while maintaining strict financial discipline. After careful consideration, the Board believes that, under certain circumstances, a transition to a private company structure could reduce operational expenses, provide greater strategic flexibility, and broaden access to capital on more favourable terms. The Directors believe that the Proposals are in the best interests of the Company and its Shareholders as a whole.

In reaching this conclusion the Board has considered the following key factors:

Stronger Access to Capital: As the Company has publicly stated, it requires approximately $20 million additional funding to execute its business plan to achieve profitability. Based on feedback received following engagement with a number of potential strategic and financial investors, they typically prefer companies to be private before making an investment in them. Therefore, being a private company could improve the Company’s ability to access the capital it needs in order to execute its strategy.
Listing and Compliance Costs: The costs of being a public company, both in terms of financial and management time are significant. Cancellation would eliminate the annual expenditure associated with maintaining a listing on AIM and thus enable the business to reallocate that expenditure to core business activities and free up management time to achieve its strategic objectives.
Public Market Undervaluation: The Directors believe that the public markets are not fairly valuing the Company, and the Directors do not believe that this disconnect will change in the short-to-medium term. Based on the current public market valuation, raising the required capital would be significantly dilutive to current shareholders. The Company believes that becoming a private company could potentially provide access to capital at a higher valuation.
Current Funding Environment: The Directors believe that the UK public market environment for small-cap MedTech companies remains highly challenging, characterised by persistent undervaluation, limited liquidity and the ongoing costs associated with maintaining a public listing. With shares frequently trading below their intrinsic value and market activity remaining subdued, investors continue to face difficulties executing trades efficiently. At the same time, the Company requires additional capital to advance the development and commercialisation of its technology.

A circular (“Circular”) that provides shareholders with the background to and the reasons for the proposed Cancellation, explains the consequences of the Cancellation, sets out the views of the directors of the Company on the Cancellation, and sets out why the directors of the Company consider the Cancellation to be in the best interests of the Company and its shareholders as a whole, together with a notice convening the General Meeting, will be posted to shareholders today and will also be made available on the Company’s website (with a copy of the proposed new articles of association) at www.polarean.com. Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Circular.

The Takeover Code currently applies to the Company, however, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Takeover Code will continue to apply to the Company for a period of two years after the Cancellation, following which it will cease to apply and Shareholders will no longer be afforded the protections provided by the Takeover Code. For further details, please refer to paragraph 6 of the Explanatory Statement of the Circular.

The General Meeting will be held at 2:00 p.m. GMT (9:00 a.m. EST) on 15 December 2025 at the Company’s office at 2500 Meridian Parkway, Suite 175, Durham, NC 27713 USA.
The expected timetable of principle events is as follows:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS⁽¹⁾⁽²⁾

Announcement of proposed Cancellation and notice provided to the London Stock Exchange	14 November 2025
Publication and posting of the Circular	14 November 2025
Latest time and date for receipt of online proxy votes or completed forms of proxy in respect of the General Meeting	2:00 p.m. on 11 December 2025
Time and date of the General Meeting	2.00 p.m. on 15 December 2025
Expected last day of dealings in Ordinary Shares on AIM	22 December 2025
Expected time and date of Cancellation	7.00 a.m. on 23 December 2025
Secondary market trading facility for Ordinary Shares expected to commence	By 23 December 2025
Expected date of Re-registration	Expected by 12 January 2026

Notes:
⁽¹⁾ All of the times referred to in the Circular refer to London time, unless otherwise stated.
⁽²⁾ Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notiﬁed to Shareholders by announcement through a Regulatory Information Service.

Extracts from the Circular to Shareholders are set out below.

Enquiries:

Polarean Imaging plc	www.polarean.com / www.polarean-ir.com
Christopher von Jako, Ph.D., Chief Executive Officer   Charles Osborne, Chief Financial Officer				Via Walbrook PR

Stifel (NOMAD and Sole Corporate Broker)			+44 (0)20 7710 7600
Nicholas Moore / Fred Walsh / Brough Ransom / Ben Good

Walbrook PR	Tel: +44 (0)20 7933 8780 or polarean@walbrookpr.com
Anna Dunphy / Paul McManus / Marcus Ulker		Mob: +44 (0)7876741001 / +44 (0) 7980541893 / +44 (0)7867984 082

About Polarean

Polarean is a revenue-generating medical imaging technology company revolutionising pulmonary medicine through direct visualisation of lung function by introducing the power and safety of MRI to the respiratory healthcare community. This community is in desperate need of modern solutions to accurately assess lung function. The Company strives to optimise lung health and prevent avoidable loss by illuminating hidden disease, addressing the global unmet medical needs of more than 500 million patients worldwide suffering from chronic respiratory disease. Polarean is a leader in the field of hyperpolarisation science and has successfully developed the first and only hyperpolarised Xenon MRI inhaled contrast agent, XENOVIEW®, which is now FDA-approved in the United States. Polarean is dedicated to researching, developing, and commercialising innovative imaging solutions with its non-invasive and radiation-free pulmonary functional MRI platform. This comprehensive drug-device platform encompasses the proprietary Xenon gas blend, gas hyperpolarisation system, as well as software and accessories, facilitating fully integrated modern respiratory imaging operations. Founded in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is committed to increasing global awareness of and broad access to its XENOVIEW MRI technology platform.

For the latest news and information about Polarean, please visit the website at www.polarean.com.

EXTRACTS FROM THE CIRCULAR

EXPLANATORY STATEMENT

1. SUMMARY

The Company is seeking Shareholder approval for the cancellation of the admission of the Ordinary Shares to trading on AIM with effect from 7.00 a.m. GMT on 23 December 2025. The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out on page 18 of the Circular. The Company has notified the London Stock Exchange of its proposed Cancellation from trading on AIM and has provided not less than 20 clear Business Days’ notice of Cancellation.

If approved, this will mean the Company will re-register as a private company and adopt the New Articles following the Cancellation. The Re-registration and adoption of New Articles are conditional upon the Cancellation becoming effective and the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

Should it be approved by the Shareholders at the General Meeting, Shareholders wishing to trade in the Ordinary Shares post Cancellation can do so on the Matched Bargain Facility.

The Company is asking Shareholders to vote in favour of the Proposals at the General Meeting, which has been convened for 2.00 p.m. GMT (9.00 a.m. EST) on 15 December 2025. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. GMT on 23 December 2025.

The purpose of the Circular is to provide you with information on the background to and reasons for the Proposals, and explain the consequences of the Proposals. The Notice of the General Meeting is set out on page 18 of the Circular.

2. BACKGROUND TO AND REASONS FOR THE PROPOSALS

In reaching this conclusion the Board has considered the following key factors:

Stronger Access to Capital: As the Company has publicly stated, it requires approximately $20 million additional funding to execute its business plan to achieve profitability. Based on feedback received following engagement with a number of potential strategic and financial investors, they typically prefer companies to be private before making an investment in them. Therefore, being a private company could improve the Company’s ability to access the capital it needs in order to execute its strategy.
Listing and Compliance Costs: The costs of being a public company, both in terms of financial and management time are significant. Cancellation would eliminate the annual expenditure associated with maintaining a listing on AIM and thus enable the business to reallocate that expenditure to core business activities and free up management time to achieve its strategic objectives.
Public Market Undervaluation: The Directors believe that the public markets are not fairly valuing the Company, and the Directors do not believe that this disconnect will change in the short-to-medium term. Based on the current public market valuation, raising the required capital would be significantly dilutive to current shareholders. The Company believes that becoming a private company could potentially provide access to capital at a higher valuation.
Current Funding Environment: The Directors believe that the UK public market environment for small-cap MedTech companies remains highly challenging, characterised by persistent undervaluation, limited liquidity and the ongoing costs associated with maintaining a public listing. With shares frequently trading below their intrinsic value and market activity remaining subdued, investors continue to face difficulties executing trades efficiently. At the same time, the Company requires additional capital to advance the development and commercialisation of its technology.

3. PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting. Accordingly, the Notice of General Meeting set out on page 18 of the Circular contains a special resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear Business Days prior to such date. In accordance with AIM Rule 41, the Company has notified the London Stock Exchange of the Company’s intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company’s admission of the Ordinary Shares to trading on AIM. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

Accordingly, if the Cancellation Resolution is passed, it is expected that the last day of dealings in Ordinary Shares on AIM will be 22 December 2025 and that the Cancellation will become effective at 7.00 a.m. GMT on 23 December 2025. If the Cancellation becomes effective, Stifel will cease to be nominated adviser of the Company, and the Company will no longer be required to comply with the AIM Rules. Furthermore, if Resolution 2 is passed, the Company will be registered as a private Company and the New Articles will come into effect after the Cancellation.

The principal effects of the Cancellation will be that:

there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares, no recognised market or trading facility is intended to be put in place to facilitate the trading of Ordinary Shares post Cancellation (save for the Matched Bargain Facility described in paragraph 5 below, which will provide a limited mechanism to facilitate the trading of Ordinary Shares off-market), no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the Articles;
while the Ordinary Shares will remain freely transferable, it is likely that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the value of such shares may be adversely affected as a consequence;
in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;
the Company will no longer be subject to the UK MAR regulating inside information and other matters;
the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, the Company will not be bound to:

make any public announcements of material developments, or to announce interim or final results;
comply with any of the corporate governance practices applicable to AIM companies;
announce substantial transactions and related party transactions;
maintain information on the Company’s website under AIM Rule 26; or
comply with the requirement to seek Shareholder approval for reverse takeovers and fundamental changes in the Company’s business;

the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;
Stifel will cease to be the Company’s nominated adviser and the Company will cease to have a broker;
the Company intends to adopt the New Articles to reflect the change in the Company’s status to a private limited company and may also consider making further amendments to the New Articles in due course. Any future articles of association adopted by the Company or the New Articles may not offer the same level of protection for minority shareholders as the current Articles;
whilst the Company’s CREST facility will remain in place immediately following the Cancellation, the Company’s CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates); and
the Cancellation and Re-registration may have tax consequences for Shareholders. The Company is not able to provide Shareholders with any form of tax advice, and Shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the Cancellation becoming effective. The following summary does not constitute legal or tax advice and is not exhaustive. The Company’s understanding of the current position for individuals who are UK resident under UK tax law is as follows but it should be noted that the position on certain points is not free from uncertainty and the Company has not taken steps to confirm the current position with HM Revenue & Customs. Therefore, any statements relating to tax in the Circular should not be relied upon by Shareholders, and the Company accepts no liability whatsoever in respect of any tax information provided. Following the Cancellation: (i) stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; (ii) the Company expects that relief received on past VCT or EIS investments in the Company should be unaffected by the Cancellation and (iii) the Company expects that the Ordinary Shares should continue to qualify as unlisted/unquoted securities for the purpose of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules).

The Company currently intends that it will continue to provide certain facilities, services and protections to Shareholders that they currently enjoy as shareholders of an AIM company following the proposed Cancellation. It is intended that the Company will continue to:

communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act 2006;
for at least 12 months following the Cancellation, maintain its website, and post updates on the website at www.polarean.com from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26, UK MAR or to update the website as required by the AIM Rules; and
make available to Shareholders, by way of a Matched Bargain Facility, the means to buy and sell Ordinary Shares on a matched bargain basis following the Cancellation, as further set out in paragraph 5 below; however there is no guarantee that this facility will provide liquidity in the future. JP Jenkins, the intended provider of the Matched Bargain Facility, is authorised and regulated by the Financial Conduct Authority.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them and their Ordinary Shares.

Certain Shareholders may be unwilling or unable to hold Ordinary Shares following the Cancellation and may wish to consider selling their Ordinary Shares in the market prior to the Cancellation becoming effective on 23 December 2025. The Board is however making no recommendation as to whether or not Shareholders should buy, continue to hold or sell Ordinary Shares.

4. PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE RE-REGISTRATION AND THE ADOPTION OF THE NEW ARTICLES

Under the Companies Act 2006, it is a requirement that re-registration and adoption of new articles of association must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting. Accordingly, the Notice of General Meeting set out on page 18 of the Circular contains special resolutions to approve the Re-registration and adoption of the New Articles.

Following the proposed Cancellation, it is proposed to re-register the Company as a private limited company.

It is proposed that the New Articles be adopted to reflect the change in the Company’s status to a private limited company. The principal effects of the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised on page 14 of the Circular. A copy of the New Articles and a copy marked to show the changes from the Articles can be found on the Company’s website at www.polarean.com and are available for inspection at the registered office of the Company.

Subject to and conditional upon the Cancellation and the passing of the Re-registration Resolution, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company.

If the Cancellation Resolution and the Re-registration Resolution are passed at the General Meeting and the Registrar of Companies issues a certificate of incorporation on Re-registration, it is anticipated that the Re-registration will become effective by 12 January 2026.

5. TRANSACTIONS IN THE ORDINARY SHARES POST CANCELLATION

The proposed Cancellation, should it be approved by Shareholders at the General Meeting, would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares.

The Company has made arrangements for the Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares from the date of Cancellation, if the Cancellation Resolution is passed. The Matched Bargain Facility will be provided by J P Jenkins, which is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the UK Financial Conduct Authority. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with J P Jenkins, through their stockbroker, of the number of Ordinary Shares that they are prepared to buy or sell and the price at which they are prepared to do so. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Should the Cancellation become effective, the Matched Bargain Facility will commence, and details will be made available to Shareholders on the Company’s website. It should be noted, however, that there is no guarantee as to the liquidity such a facility would afford the Ordinary Shares post Cancellation. Therefore, Shareholders should carefully consider, inter alia, the effects of the proposed Cancellation set out above and seek their own independent advice when assessing the likely impact of the Cancellation.

The Matched Bargain Facility is intended to operate for a minimum of twelve months after Cancellation. The current intention is that it will continue beyond that time, but Shareholders should note it could be withdrawn at short notice and therefore inhibit Shareholders’ ability to trade the Ordinary Shares. If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in Ordinary Shares on AIM will be 22 December 2025 and that the effective date of the Cancellation will be 23 December 2025 at 7.00 a.m.

6. TAKEOVER CODE

The Takeover Code applies to any company which has its registered ofﬁce in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man. The Takeover Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK MTF.

The Takeover Code also applies to any company which has its registered ofﬁce in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Takeover Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Takeover Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of the company; or
any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Panel, and of the protections afforded by the Takeover Code, are set out on page 16 of the Circular.

Before voting on the Cancellation, you may want to take independent professional advice from an appropriate independent ﬁnancial adviser.

7. GENERAL MEETING AND ACTION TO BE TAKEN

The Proposals are subject to the passing of Resolutions 1 and 2 to be proposed at the General Meeting. Page 18 of the Circular contains a Notice of the General Meeting of the Company to be held at 2:00 p.m. GMT (9:00 a.m. EST) on 15 December 2025 when the following special resolutions will be proposed:

the cancellation of the admission to trading on AIM (the market of that name operated by London Stock Exchange plc) of the ordinary shares of £0.00037 each of the Company be approved.
conditional on resolution 1 being passed and the Cancellation becoming effective:
(a) the re-registration of the Company as a private limited company; and
(b) with effect from Re-registration, the adoption of the New Articles in substitution for and to the exclusion of the existing Articles.

Each resolution requires the approval of not less than 75 per cent. of the votes cast by Shareholders in person or by proxy at the General Meeting. The resolutions are inter-conditional such that Resolution 2 (re-registration of the Company as a private company and adoption of New Articles) will not take place unless Resolution 1 is passed.

The Board proposes that voting at the meeting on the Resolutions will be conducted by means of a poll on all resolutions, with each Shareholder having one vote for each share held, thereby allowing all those proxy votes submitted and received prior to the meeting to be counted.

The Company understands and recognises the importance of the General Meeting, and the Board greatly values the opportunity to meet shareholders in person. However, the Company understands that this may not be possible or desirable for all whom wish to attend, therefore, the Company will offer shareholders the option to participate in the General Meeting remotely via a Zoom conference call. If you wish to use this facility, please contact the Company Secretary by emailing polarean@walbrookpr.com who will provide further information. However, shareholders will not be able to vote at the meeting when joining via the Zoom conference call. Shareholders are therefore asked, whether or not they propose to attend the General Meeting, to exercise their votes and appoint the Chairman of the General Meeting as their proxy by completing the form of proxy sent to them with the Circular and return it to the Company’s registrars, Share Registrars Limited, at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX as soon as possible. They must receive it by 2.00 p.m. GMT (9.00 a.m. EST) on 11 December 2025 or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (excluding any part of a day that is not a business day).

You can register your vote(s) for the General Meeting (i) by visiting www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions (you can locate your user name and access code on the top of the proxy form); (ii) by post or by hand to Share Registrars Limited, at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice; or (iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes accompanying the Notice of General Meeting at the end of the Circular.

The Board encourages you to submit any question that you would like to be answered at the meeting by sending it, together with your name as shown on the Company’s register of members and the number of shares held, to the following email address: polarean@walbrookpr.com so that it is received by no later than 2.00 p.m. GMT (9.00 a.m. EST) on 11 December 2025. Please insert “General Meeting – Shareholder Questions” in the subject header box of your email. The Company will endeavour to respond to all questions received from Shareholders at the General Meeting or within seven days following the General Meeting.

8. RECOMMENDATION

For the reasons described above, the Directors consider that the Proposals are in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that the Shareholders vote in favour of the Resolutions at the General Meeting as each of the Directors intends to vote, or procure the vote, in respect of, in aggregate, 23,689,922 Ordinary Shares to which they or their connected persons are beneficially entitled, representing approximately 2 per cent. of the Company’s Issued Share Capital.

In addition, Bracco Imaging S.p.A., NUKEM Isotopes GmbH and Bastiaan Driehuys who hold 173,763,873, 229,237,193 and 13,989,708 Ordinary Shares, representing approximately 14.40 per cent., 18.99 per cent. and 1.2 per cent. of the Company’s Issued Share Capital also intend to vote in favour of the Resolutions relating to the Proposals.

PRINCIPAL EFFECTS OF RE-REGISTRATION AND ADOPTION OF NEW ARTICLES ON
SHAREHOLDERS⁽¹⁾

1. DISCLOSURE OF INTEREST IN SHARES

Section 793 of the Companies Act 2006 does not apply to private limited companies. Following the Re-registration and adoption of the New Articles, these provisions contained in the current Articles will no longer apply.

2. ACCOUNTS

A public company is required to file its accounts within six months following the end of its financial year and to circulate copies of the accounts to Shareholders. Following the Re-registration, the period for the preparation and filing of accounts is extended to nine months following the end of the financial year. The period within which the Company is required to circulate copies of the accounts to Shareholders is also extended.

3. ANNUAL GENERAL MEETINGS

A public company is required to hold an annual general meeting each year, but a private limited company is not. Following the Re-registration and adoption of the New Articles, the Company will hold general meetings at such time and place as may be determined by the Directors.

4. RESOLUTIONS

After Re-registration, resolutions of Shareholders may be obtained by written resolution rather than in general meeting. This is done by obtaining approval in writing to that resolution of the holders of a majority of the voting shares then in issue (in the case of ordinary resolutions) and the holders of at least 75 per cent. of the voting shares then in issue (in the case of special resolutions).

5. DIRECTORS

The current Articles contain provisions requiring one third of the Directors to retire by rotation at each annual general meeting and each Director holding non-executive position for a continuous period of nine years or more to retire from ofﬁce, with each retiring Director being eligible for re-election. These provisions have been removed in the New Articles. In addition, the New Articles will not require any Director appointed by the Board to be re-appointed by the Shareholders at the next annual general meeting following his appointment, as is currently required.

6. ISSUE OF SHARES FOR NON-CASH CONSIDERATION

As a public company, there are restrictions on the ability of the Company to issue new shares, for example, by requiring the Company to obtain a valuation report in the case of shares issued for non-cash consideration. These restrictions will not apply following the Re-registration and adoption of the New Articles.

7. FINANCIAL ASSISTANCE, REDUCTIONS OF CAPITAL AND PURCHASE OF OWN SHARES OUT OF CAPITAL

As a public limited company, the Company is currently prohibited from performing actions which constitute ﬁnancial assistance for the acquisition of its own shares. This limits the ability of the Company to engage in certain transactions. However, following the Re-registration, these restrictions will no longer apply. In addition, the Company must currently obtain the sanction of the Court for any reduction of capital, which can be a lengthy and expensive process. However, following the Re-registration, the Company will be able to take advantage of more ﬂexible provisions applicable to private companies, which do not require the approval of the Court. Similarly, following Re-registration, the Company will be able to effect buy backs of shares out of capital, which it is currently prohibited from doing as a public limited company.

8. COMPANY SECRETARY

Following the Re-registration there will be no requirement for a company secretary to be appointed and the Company Secretary will resign from the Company, although the Company may appoint one in the future should it wish.

9. REMOVAL OF UNNECESSARY PROVISIONS AND SIMPLIFICATION

The New Articles will not contain certain of the detailed provisions of the current Articles which are common for publicly traded companies and which will not be necessary for the Company following the Cancellation.

(1) A copy of the New Articles and a copy marked to show the changes from the Articles can be found on the Company’s website at www.polarean.com and are available for inspection at the registered ofﬁce of the Company.

BRIEF DETAILS OF THE PANEL AND OF THE PROTECTIONS AFFORDED BY THE TAKEOVER CODE

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of the company; or
any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Takeover Panel, and of the protections afforded by the Takeover Code, are set out in below.

Before voting on the Cancellation, you may want to take independent professional advice from an appropriate independent ﬁnancial adviser.

The Takeover Code

The Takeover Code is issued and administered by the Panel. The Takeover Code currently applies to the Company and accordingly Shareholders are entitled to the protections afforded by the Takeover Code.

The Takeover Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in an offeree company of the same class are afforded equivalent treatment by an offeror. The Takeover Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the ﬁnancial markets.

The Takeover Code is based upon a number of general principles (the “General Principles”) which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and other matters to which the Takeover Code applies. They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose.

In addition to the General Principles, the Takeover Code contains a series of rules (the “Rules”). Like the General Principles, the Rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances.

A summary of key points regarding the application of the Takeover Code to takeovers is set out below.

Summary of key provisions of the Takeover Code

The following is a summary of key provisions of the Takeover Code which apply to transactions to which the Takeover Code applies.

Equality of treatment

General Principle 1 of the Takeover Code states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the offeree company if there are favourable conditions attached which are not being extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree company must have sufﬁcient time and information to enable them to reach a properly informed decision on the takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company’s shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 to obtain competent independent advice as to whether the ﬁnancial terms of any offer are fair and reasonable and the substance of such advice must be made known to its shareholders. Rule 25.2 requires the board of the offeree company to send to shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board’s views on: (i) the effects of implementation of the offer on all the company’s interests, including, speciﬁcally, employment; and (ii) the offeror’s strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company’s places of business.

The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneﬁcial shareholdings.
Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

Option holders and holders of convertible securities or subscription rights

Rule 15 provides that when an offer is made and the offeree company has convertible securities, options or subscription rights outstanding, the offeror must make an appropriate offer or proposal to the holders of those securities to ensure their interests are safeguarded.

DEFINITIONS

In the Circular, unless the context otherwise requires, the following expressions bear the following meanings:

AIM	AIM, the market operated by the London Stock Exchange;
AIM Rules	the rules for AIM companies as published by the London Stock Exchange from time to time;
Articles	the articles of association of the Company in force and as amended from time to time (including, if adopted at the relevant time, the New Articles);
Business Day	any day which is not a Saturday, Sunday or public holiday on which banks are open for business in the City of London;
Cancellation	cancellation of the admission to trading on AIM of the Ordinary Shares, in accordance with Rule 41 of the AIM Rules, subject to passing of the Cancellation Resolution;
Cancellation Resolution	Resolution 1 to be proposed at the General Meeting;
Circular	the circular dated 14 November 2025;
Company	Polarean Imaging plc, a company incorporated in England and Wales with registered number 10442853;
Company Secretary	the company secretary of the Company;
CREST	the relevant system (as deﬁned in the CREST Regulations) in respect of which Euroclear is the operator (as deﬁned in those regulations);
CREST Regulations	the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as amended), and any applicable rules made thereunder;
Directors or Board	the directors of the Company from time to time;
Disclosure Guidance and Transparency Rules	the disclosure rules and transparency rules made by the UK Financial Conduct Authority pursuant to section 73A of the Financial Services and Markets Act 2000;
EIS	the Enterprise Investment Scheme, as set out in Part 4 of the Income Tax Act 2007 and Schedule 5B Taxation of Chargeable Gains Act 1992, as amended from time to time;
Euroclear	Euroclear UK & International Limited;
FSMA	the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the general meeting of the Shareholders, notice of which is set out on page 18 at the end of the Circular;
Issued Share Capital	the issued share capital of the Company on 13 November 2025, being the last Business Day prior to the publication of the Circular, being 1,207,032,781 Ordinary Shares;
J P Jenkins	the trading name of InﬁnitX Limited (Company Number: 11551708), a company incorporated in England & Wales;
London Stock Exchange	London Stock Exchange plc;
Matched Bargain Facility	the trading facility operated by J P Jenkins to facilitate trading in the Ordinary Shares on a matched bargain basis following Cancellation, details of which are set out in the Circular;
New Articles	the new articles of association of the Company to be adopted following the passing of Resolution number 2 to be proposed at the General Meeting;
Notice of General Meeting	the notice of the General Meeting, which is set out on page 18 at the end of the Circular;
Ordinary Shares	ordinary shares of £0.00037 each in the share capital of the Company;
Panel	the Panel on Takeovers and Mergers;
Proposals	the Cancellation, adoption of the New Articles and Re-registration;
Registrars	Share Registrars Limited of 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX;
Regulatory Information Service	has the meaning given to it in the AIM Rules;
Re-registration	the re-registration of the Company as a private limited company;
Re-registration Resolution	Resolution number 2 to be proposed at the General Meeting;
Resolutions	the Resolutions to be put to the General Meeting as detailed in the Circular and in the Notice of the General Meeting;
Shareholders	holders of Ordinary Shares from time to time;
Stifel	Stifel Nicolaus Europe Limited, a company incorporated in England with registered number 03719559 and having its registered office at 4th Floor, 150 Cheapside, London, EC2V 6ET, the Company’s nominated adviser;
Takeover Code	the City Code on Takeovers and Mergers;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
UK MAR	Regulation (EU) (No 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse to the extent that it forms part of the domestic law of the United Kingdom including by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal Agreement) Act 2020); and
VCT	a company which is, for the time being, approved as a venture capital trust as defined by Section 259 of the Income Tax Act 2007.