Novacyt : Report on resolutions

Translation for information purposes only

NOVACYT

Limited company with registered capital of 4,708,416.54 euros

Registered office: 13 avenue Morane Saulnier - 78140 Vélizy-Villacoublay

491 062 527 Versailles Trade and Companies Register

(hereinafter referred to as "Novacyt" or 'the "Company")

BOARD OF DIRECTORS REPORT ON THE EXTRAORDINARY RESOLUTIONS TO BE SUBMITTED TO THE COMBINED GENERAL

MEETING DATED OCTOBER 5TH, 2023

Dear shareholders,

You have been convened to the Combined General Meeting to be held on October 5th, 2023 at 2 p.m (French time), exclusively by videoconference, on the following agenda:

Agenda

1. RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING
2. • Board of Directors' Management Report and presentation by the Board of Directors of the financial statements and operations for the year ended 31 December 2022,
   • Statutory Auditor's general report on the performance of its assignment during the year ended 31 December 2022,
   • Statutory Auditor's special report on the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code,
   • Approval of the Company's individual financial statements for the year ended 31 December 2022 (Resolution No. 1),
   • Approval of the Company's consolidated financial statements for the year ended 31 December 2022 (Resolution No. 2),
   • Allocation of the Company's loss for the year ended 31 December 2022 (Resolution No. 3),
   • Authorization of the related parties agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code (Resolution No. 4),
   • Discharge to the Board of Directors (Resolution No. 5),
   • Authorisation for the Company to buy back its own shares (Resolution No. 6),
   • Ratification of the appointment of a non-voting member of the Board of Directors (Resolution No. 7),
   • Ratification of the appointment of a non-voting member of the Board of Directors (Resolution No. 8),
   • Appointment of a new board member (Resolution No. 9),
   • Appointment of a new board member (Resolution No. 10),
   • Reappointment of a board member (Resolution No. 11),
   • Reappointment of a board member (Resolution No. 12),
   • Powers for formalities (Resolution No. 13).

1. RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING
2. • Board of Directors' report to the Extraordinary General Meeting,
   • Statutory Auditor's special reports,

Translation for information purposes only

• Delegation of authority granted to the Board of Directors for the purpose of allocating free shares, existing or new, for the benefit of employees of the Company and of related companies and corporate officers (Resolution No. 14),
• Delegation of authority granted to the Board of Directors for the purpose of granting options to subscribe for and/or purchase shares of the Company, to corporate officers and employees of the Company or of companies in the group, involving the waiver by shareholders of their preferential subscription right to shares issued following the exercise of subscription options (Resolution No. 15),
• Overall limit on delegations relating to free shares and subscription or purchase options (Resolution No. 16),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares of the Company and/or transferable securities giving access to the share capital of the Company, with cancellation of shareholders' preferential subscription rights in favour of specific categories of persons (Resolution No. 17),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares of the Company and/or transferable securities giving access to the share capital of the Company, with cancellation of shareholders' preferential subscription rights through an offer referred to in Article L411-2 of the Monetary and Financial Code (private placements) (Resolution No. 18),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares and/or transferable securities giving immediate and/or deferred access to the capital of the Company, with cancellation of shareholders' preferential subscription rights and public offerings (Resolution No. 19),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares of the Company and/or transferable securities giving access to the share capital of the Company, with preferential subscription rights (Resolution No. 20),
• Authorization to the Board of Directors, in the event of a capital increase, with or without shareholders' preferential subscription rights, to increase the number of securities to be issued (Resolution No. 21),
• Overall ceiling on delegations of authority (Resolution No. 22),
• Delegation of authority to the Board of Directors for the purpose of issuing ordinary shares and/or securities giving access to the Company's capital for the benefit of members of a employees' savings plan (Resolution No. 23),
• Powers for formalities (Resolution No. 24).

I. ORDINARY RESOLUTIONS

The ordinary resolutions related to the FY22 social and consolidated account approval are presented in the Management Report.

CORPORATE AFFAIRS SINCE THE PREPARATION OF THE MANAGEMENT REPORT

On 3 July 2023, Novacyt UK Holdings Limited, a wholly-owned subsidiary of Novacyt S.A., and Yourgene Health announced that they have reached agreement on the terms of a recommended cash offer by Novacyt for the entire issued and to be issued share capital of Yourgene.

The Acquisition have been implemented by means of a scheme of arrangement under Part 26 of the Companies Act in early September 2023.

CLARIFICATION RELATING THE SIXTH RESOLUTION - AUTHORISATION FOR THE COMPANY TO BUY BACK ITS OWN SHARES

For several years, this delegation of authority has been used solely in connection with the liquidity contract entered into by the Company.

Translation for information purposes only

In this context, we would like to specify that this delegation of authority is not intended to be used during a public offering initiated by the Company or concerning its securities.

SPECIFIC PRESENTATION OF THE SEVENTH TO TENTH PROPOSED RESOLUTIONS

On September 8, 2023, the Group finalized the acquisition by its UK subsidiary, Novacyt UK Holdings Limited, of the entire share capital and voting rights of Yourgene Health plc, the head of an international molecular diagnostics group.

On this occasion, it seemed appropriate for John Brown and Lyn Rees to join the Company's Board of Directors.

You will find below a short presentation:

• John Robert Brown, aged 68 DOB 21.03.1955

John joined the Board at Yourgene in July 2019 and has over 20 years' capital markets experience in the healthcare and life sciences sector.

He is currently a Chairman of Calcivis Ltd and a NED of Skylark Therapeutics Ltd.

He was until recently Senior Independent Director of Acacia Pharma and Chairman of the Cell and Gene Therapy Catapult.

Additionally, he has previous significant board experience with roles including Chairman of Axis-Shield, Chairman of BTG, Senior Non-executive Director of Vectura and Chief Executive Officer of Acambis.

Current directorships and/or partnerships:	Former directorships and/or partnerships (within the last
	five years):
CALCIVIS Ltd	Acacia Pharma Group Plc
Craigmhor Consulting Ltd	BioCity Investments Limited
DRC Management III LLC 2	BioCity Group Limited
Drug Royalty III GP LLC	BioCity Nottingham Limited
JWEB Limited	Cell Therapy Catapult Limited
Laverock Therapeutics Ltd	Mobius Technology Limited
	Synpromics Ltd
	Yourgene Health plc

Mr Brown does not hold any shares in the Company.

• Lyn Dafydd Rees, aged 50 DOB 02.03.1973

Lyn is a seasoned executive in global healthcare and IVD markets.

Since Lyn joined Yourgene Health plc in 2018 he has been instrumental in the transformation of the business. He led the group through four acquisitions including Elucigene Diagnostics and Coastal Genomics and the fundraising to underpin those deals.

Translation for information purposes only

Prior to joining Yourgene, Lyn was Group CEO at British Biocell International (now BBI Group) for over 9 years. Lyn has completed 7 acquisitions during his tenure at BBI Group, all of which have been successfully integrated.

He founded BBI Detection and BBI Animal Health and has demonstrated a strong track record of organic and acquisitive growth. Before that he spent several years as the Managing Director and founder of BBI Healthcare in 2006 following the successful purchase of the GlucoGel product.

He first began his business career as the European Marketing Manager at Shimano Europe BV. Lyn holds a degree in Business Studies from the University of Wales.

Lyn is also a Non-executive Director with MyHealthChecked plc.

Current directorships and/or partnerships:	Former directorships and/or partnerships (within the last
	five years):
Delta Diagnostics (UK) Limited	Abingdon Health plc
My HealthChecked Plc (previously Concepta Plc)	Yourgene Health Plc (previously Premaitha Health plc)
LJ Consultancy
Yourgene Health France SASU
Yourgene Health Inc (USA)
Yourgene Health Canada Inc
Yourgene Genomic Services Limited
Yourgene Health Singapore Co. Pty
Yourgene Health Taiwan Ltd
Yourgene Health UK Limited (previously Premaitha
Ltd)

Mr Rees does not hold any shares in the Company.

On September 8, 2023, the Board of Directors decided to appoint them as non-voting members (censeurs) of the Board of Directors, pending the Annual General Meeting.

Under the terms of the seventh to tenth proposed resolutions, we propose you to:

• Ratify the appointment of Lyn Rees as non-voting member (censeur) of the Board of Directors,
• Ratify the appointment of John Brown as non-voting member (censeur) on the Board of Directors,
• Appoint Mr. Lyn Rees as a new director for a period of three years, thereby automatically terminating his term of office as non-voting member (censeur),
• Appoint Mr. John Brown as a new director for a period of three years, thereby automatically terminating his term of office as non-voting member (censeur).

FOCUS ON THE DIRECTORS' REMUNERATION

Directors' remuneration for the year ended December 31, 2022 totaled 350,891.66 euros.

The total annual remuneration for the year commencing January 1, 2023 remains unchanged at £320,000, and is therefore not the subject of a specific resolution.

Translation for information purposes only

1. EXTRAORDINARY RESOLUTIONS

Extraordinary resolutions are presented hereinafter:

COMMON PRESENTATION OF THE 14TH TO 16TH PROPOSITIONS OF RESOLUTIONS

The 14th to 16th resolutions are proposed in order to allow share-based payments to Executive Directors and selected senior management team.

Such payments are typical of public listed companies in France, and the UK where the Company has the majority of its operations. Linking a portion of our executives' compensation to the Company's share price provides direct alignment between management and long term creation of value for shareholders.

In this context, we propose hereafter two delegations, one to grant free shares and the other to grant stock options, the idea being to be able to grant market value options to Executive Directors to incentivise further value creation in the Company and/or to grant them free shares as a motivation tool.

The Company believes that the ability to award share-based incentives is a key component of the long-term talent and business strategy.

Terms common to free shares and market-value options

• Valorisation: Awards will be set relative to competitive market levels at the time grant. The value of awards granted in respect of a financial year will not exceed an exceptional limit of 300% of base salary. Normal annual award levels in respect of a financial year will be significantly below this limit.
• Granting conditions: the final allocation of the shares or the opening of the option exercise period will be subject to the absence of an event likely to jeopardize the grant and to the regularity and fairness of the Company's parent company and consolidated financial statements.
• Cessation of employment: Awards will be subject to leaver provisions. If a beneficiary dies or ceases to hold employment or mandate due to ill-health, injury, disability or any other reason at the Board's discretion ruling on recommendation of the Remuneration Committee's the awards will be released at the normal vesting date and may (subject to the determination of the Remuneration Committee) be subject to time prorating. For any other reason, for example resignation or gross misconduct, awards will lapse.
• Dilution: Awards will not on aggregate exceed 3% of the issued ordinary share capital for the 38 months delegation. This limit covers both free shares and market-value options in aggregate.
  Key terms specific to free shares
• Shares awarded will be subject to a three-year performance period.
• Shares awarded will be subject to the achievement of performance conditions. These performance conditions will be based on the Company's key strategic financial and non-financial measures.
• The Board of Director, ruling on recommendation of the Remuneration Committee will retain discretion to override formulaic vesting outcomes where these do not reflect the underlying performance of the Company.

Key terms specific to market-value options

• The vesting period of the market-value options will be a minimum of three years from the date of grant.
• The exercise price of the market-value options will be the share price at the date of grant. The share price at the date of grant will determine the number of options to be granted, in application of the 3% ceiling common to free shares and stock options.