Shortwave Life Scncs - AGM, Treasury Policy & Capital Reorganisation

SHORTWAVE LIFE SCIENCES PLC

("Shortwave" or "the Company")

Notice of Annual General Meeting

AND

Approval of Digital Treasury Asset Management Strategy

Capital Reorganisation

The Company is pleased to announce that its Annual General Meeting ("AGM") will be held held at the offices of AlbR Capital Limited, 3^rd Floor, 80 Cheapside, London, EC2V 6EE, at 10:30 a.m. on 28 November 2025.

Amongst the normal AGM business to be tabled at the AGM, the Company will also propose a capital reorganisation whereby the Ordinary Shares will be consolidated on a 1 for 10 basis and the Ordinary Shares will be sub-divided into Ordinary Shares of £0.0001.

The Board will also propose the formal adoption of a Digital Asset Treasury Policy to establish a robust and clear framework for the Company's management of digital assets.

The AGM Circular will shortly be available on the Company's website: https://shortwavelifesciences.com/

A copy of the Directors' letter and the expected timetable of principal events contained in the Circular are set out in full below without material amendment or adjustment.

The Directors of the Company are responsible for the contents of this announcement.

Enquiries:

Company:

Rolf Gerritsen

+44 20383 87621

AlbR Capital Limited:

Corporate Adviser:

+ 44 (0) 20 7469 0930

Shortwave Life Sciences Plc

(Incorporated in England and Wales with Registered number 13351629)

4 November 2025

To Shareholders

Notice of Annual General Meeting

AND  

Share Consolidation

Share Sub-Division

Digital Treasury Asset Management Strategy

1.   Introduction

This Circular sets out the background to and the reasons for the proposed expanded Investment Strategy and other matters to be proposed at the Annual General Meeting. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the Annual General Meeting.

2.   Background to and reasons for the Proposals

Shortwave Life Sciences Plc is an Aquis Growth Market quoted healthcare company focused on the origination, development and operation of innovative treatments in the field of mental healthcare. The Company owns assets, through its wholly owned subsidiary Shortwave Pharma, a biopharmaceutical drug-development company that has operations based in Israel, develops breakthrough therapies to address unmet medical needs in the field of mental health, with focus on the area of eating disorders.

The Board proposes the formal adoption of a Digital Asset Treasury Policy (the "Policy") to establish a robust and clear framework for the Company's management of digital assets. The Policy sets out the principles, procedures, and controls governing the acquisition, holding, safekeeping, and management of digital assets, specifically Bitcoin (BTC), Ethereum (ETH) and Solana (SOL) as a component of the Company's treasury reserves. The primary objectives of the Policy are to:

· Define a Clear Strategy: Outline the strategic role and allocation limits for digital assets within the Company's overall treasury management.

· Implement Robust Risk Management: Establish stringent protocols for custody, security, and risk assessment to safeguard the Company's assets.

· Ensure Operational Clarity: Provide clear guidelines for the execution of transactions

and the ongoing management of digital asset holdings.

The adoption of this Policy will allow the Company to explore modern treasury management strategies with a structured and disciplined approach.

The resolution, if passed, will formally approve the Policy and authorise the Directors to take all necessary actions to implement its provisions effectively.

The Company refers Shareholders to the Risk Factors set out in Appendix II of this Document, relating to the Digital Asset Treasury Policy.

3.   Share Consolidation and Share Sub-Division

It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:

(a)  The existing and to be issued Ordinary Shares of £0.001 will be consolidated into new ordinary shares of £0.01 each on the basis of one New Ordinary Share for every 10 ordinary shares of £0.001 each.

(b)  Each existing Ordinary Share with a par value of £0.01 will then be subdivided into:

(i)         One ordinary share of £0.0001 each; and

(ii)         One deferred share of £0.0099 each

Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.

Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the new Ordinary Shares will be issued on or around the w/c 2 December 2025. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the Aquis Growth Market or any other investment exchange.

The new Ordinary Shares will be freely transferable, and application will be made for the new Ordinary Shares to be admitted to trading on the Aquis Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the Aquis Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of new Ordinary Shares have received £1,000,000 in respect of each new Ordinary Share held by them.

One consequence of the Share Consolidation is that Shareholders holding fewer than 10 existing Ordinary Shares will receive no new Ordinary Shares. This consequence is illustrated in the table below:

To effect the Share Consolidation and Sub-division, it will be necessary to issue an additional 8 existing Ordinary Shares so that the Company's issued ordinary share capital is exactly divisible by 10. These additional existing Ordinary Shares will be issued to the Registrar before the record date for the Share Consolidation and Subdivision. Since these additional shares would only represent a fraction of a new Ordinary Share, this fraction will be sold pursuant to the arrangements for fractional entitlements contained in the Articles.

11   Share certificates

New share certificates will be issued in respect of the new Ordinary Shares (following the Share Consolidation and Share Sub-division) held in certificated form and new share certificates will be issued in the name of Shortwave Life Sciences Plc.

12   Annual General Meeting

There is attached to this Document the notice convening an Annual General Meeting of the Company to be held at the offices of AlbR Capital Limited at 3^rd Floor, 80 Cheapside, London, EC2V 6EE, at 10.30 a.m. on 28^th of November 2025 at which the Resolutions will be proposed. A summary of the Resolutions is set out below. Please note that unless all of the Resolutions are passed the Proposals outlined in this Document will not proceed.

At the Annual General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 4 will be proposed as ordinary resolutions and resolutions 5 to 6 will be proposed as special resolutions:

Resolution 1 will be to receive the Company's annual accounts for the financial year ended 30 April 2025 together with the Directors' Report and Auditors' Report on those accounts.

Resolution 2 will be to re-appoint Adler Shine LLP as the Company's auditors and to authorise the Directors, or the Audit Committee, to determine the remuneration of the auditors.

Resolution 3 will be to seek approval for the Share Consolidation and Share Sub-Division.

Resolution 4 will be to seek approval to authorise the Directors to issue shares pursuant to section 551 of the Companies Act 2006.

Resolution 5 will be to seek approval to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006.

Resolution 6 will be to approve the plans for a Digital Asset Management Treasury Strategy to be implemented.

 Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by Neville Registrars Limited, at Neville House, Steelpark Road, Halesowen, B62 8HD not later than 10:30 a.m. on 26 November 2025, being 2 business days before the time appointed for holding the Annual General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the Annual General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

The independent Non-Executive Director considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Existing Directors intend to do in respect of their own shares.

Yours faithfully,

For and on behalf of the Board

Shortwave Life Sciences Plc

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

SHARE CAPITAL STATISTICS