Biodexa Pharmaceuticals (Nasdaq: BDRX) sets AGM on 10,000:1 reverse split and £25M share authority
Rhea-AI Filing Summary
Biodexa Pharmaceuticals PLC has called its Annual General Meeting for 17 June 2026 and is asking shareholders to approve a major share capital reorganisation. On 6 May 2026 the company had 373,056,808,922 existing ordinary shares, equal to about 746,113 ADSs at a 500,000:1 ratio.
The Board proposes consolidating every 10,000 existing ordinary shares into one £0.01 consolidated share, then subdividing each into one new ordinary share of £0.000001 and 9,999 E deferred shares with negligible rights. The ADS ratio would change to 50 ordinary shares per ADS so the number of ADSs remains about 746,113.
Shareholders are also being asked to grant authority to allot new shares up to £25,000,000 nominal and to disapply pre-emption rights on the same amount until the 2029 AGM, and to adopt new articles of association to accommodate the new E deferred shares.
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Insights
Biodexa proposes an extreme reverse split with large future issuance authority.
Biodexa Pharmaceuticals plans a 10,000:1 share consolidation, followed by subdivision into new ordinary and E deferred shares. The aim is to simplify an exceptionally high ordinary share count of 373,056,808,922 while keeping shareholder rights and proportional ownership unchanged, including for roughly 746,113 ADSs.
The reorganisation leaves ADS numbers constant by shifting the ADS ratio from 500,000:1 to 50:1. E deferred shares carry very limited economic and voting rights, concentrating practical value in the new ordinary shares. Fractional entitlements from the consolidation will be aggregated and sold, with small proceeds under £5.00 retained by the company.
Separately, the Board seeks authority to allot shares up to £25,000,000.00 nominal and to disapply pre-emption rights on the same amount until the AGM in 2029. Actual dilution will depend on how much of this capacity is used for future acquisitions and financings described in the AGM materials.
Key Figures
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number 001-37652
Biodexa Pharmaceuticals PLC
(Translation of registrant’s name into English)
1 Caspian Point,
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
On May 14, 2026, Biodexa Pharmaceuticals PLC (the “Company”) posted its Annual Report for the year ended December 31, 2025 (the “Annual Report”) and distributed a Notice of Annual General Meeting (the “AGM Notice”) and letter to shareholders (the “Shareholder Letter”) to its shareholders. The Company has also disseminated to its (i) holders of ordinary shares, nominal value £0.000001 per share, a proxy form for the Annual General Meeting (the “Ordinary Shares AGM Proxy Form”) and (ii) holders of American Depositary Shares, a proxy form for the Annual General Meeting (the “ADS AGM Proxy Form”).
The Company announced that its Annual General Meeting is scheduled to take place on June 17, 2026 at 11:00 a.m. (London time) at the Company’s registered office at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ. A copy of the press release is furnished hereto as Exhibit 99.1.
A copy of the Annual Report, AGM Notice, Letter to Shareholders, Ordinary Shares AGM Proxy Form and ADS AGM Proxy Form are furnished hereto as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6, respectively.
The information in this Form 6-K and the exhibits attached thereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
SUBMITTED HEREWITH
Attached to the Registrant’s Form 6-K filing for the month of May 2026 is:
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 99.2 | Annual Report for the year ended December 31, 2025 | |
| 99.3 | Notice of Annual General Meeting | |
| 99.4 | Letter to Shareholders | |
| 99.5 | Annual General Meeting Form of Proxy (Holders of Ordinary Shares) | |
| 99.6 | Annual General Meeting Form of Proxy (Holders of American Depositary Shares) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Biodexa Pharmaceuticals PLC | ||
| Date: May 14, 2026 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer | ||
Exhibit 99.1
May 14, 2026
Biodexa issues letter to Shareholders
Biodexa Pharmaceuticals PLC (Nasdaq: BDRX), a clinical stage biopharmaceutical company developing innovative products focused on the treatment or prevention of gastrointestinal cancers has today issued the following letter to shareholders explaining the proposals to reorganize the company’s share capital at the forthcoming Annual General Meeting. For holders of ADSs, the proposals will impact neither the number of ADSs held nor percentage ownership nor shareholder’s rights.
“Dear Shareholder,
Annual General Meeting
Proposals to Reorganize Share Capital Without Affecting Shareholder’s Rights or Number of ADSs Outstanding
With this letter you should have received a Notice of Annual General Meeting (AGM) which is scheduled to take place on June 17 at 11.00 UTC together with a Voting Card for the AGM.
There are a number of resolutions proposed, most of which are self-explanatory. Some resolutions, however, relate to changes in the share capital. The purpose of this letter is to explain the reasons for those changes and the impact on numbers of ordinary shares and your American Depositary Shares (ADSs).
On May 6, 2026, the latest practicable date before printing, the Company had outstanding 373,056,808,922 ordinary shares of nominal value £0.000001 each (Existing Ordinary Shares). Based on an Existing Ordinary Share / ADS ratio of 500,000:1, this equates to approximately 746,113 ADSs outstanding. The Company’s current issued ordinary share capital consists of an exceptionally large number of ordinary shares. In the Board’s view, this creates unnecessary complexity in the administration and reporting of the Company’s share capital and in the processing of corporate actions. The proposed reorganization is intended to rationalize the Company’s share capital by reducing the number of ordinary shares in issue, without altering shareholders’ rights or proportionate ownership.
Accordingly, the Company is proposing a number of resolutions at the upcoming AGM which will have the effect of reducing the number of ordinary shares outstanding, creating a new class of E deferred shares (with negligible rights), retaining the same aggregate nominal value and adjusting the ordinary share / ADS ratio to maintain the same number of ADSs outstanding. The steps are as follows:
| Resolution # |
Ordinary before |
Equivalent ADSs outstanding before Resolution |
Impact of Resolution |
Ordinary after |
E deferred shares |
Equivalent ADSs outstanding after Resolution |
| 8.a | 373,056,808,922 | 746,113 | Reverse split (consolidate) every 10,000 Existing Ordinary Shares into one ordinary share of nominal value £0.01 (Consolidated Ordinary Share) | 37,305,681 | ||
| 8.b | 37,305,681 | Each Consolidated Ordinary Share is subdivided and redesignated into one ordinary share of £0.000001 each (“New Ordinary Share”) and 9,999 E deferred shares | 37,305,681 | 373,019,504,319 | ||
| Change ordinary share / ADS ratio from 500,000:1 to 50:1 | 746,113 | |||||
For information regarding the treatment of any fractional shares, please see the Notice of Annual General Meeting.
Resolutions 8 and 11, the latter being a change in the Company’s articles to accommodate the creation of E deferred shares, are inter-conditional. Similarly, the change in ordinary share / ADS ratio will not be effected unless both Resolutions 8 and 11 pass.
If the proposals pass, the ratio change will be effective on June 18, 2026.
Accordingly, the Board of Biodexa unanimously recommends shareholders to vote in favor of all Resolutions to be proposed at the AGM.
Stephen Parker
Chairman”
About Biodexa Pharmaceuticals PLC
The Company’s lead development programs include eRapa, under development for Familial Adenomatous Polyposis and Non-Muscle Invasive Bladder Cancer, MTX240 under development for Gastrointestinal Stromal Tumors (GIST) and tolimidone, under development for the treatment of type 1 diabetes.
eRapa is a proprietary oral capsule formulation of rapamycin, also known as sirolimus. Rapamycin is an mTOR (mammalian Target Of Rapamycin) inhibitor. mTOR has been shown to have a significant role in the signalling pathway that regulates cellular metabolism, growth and proliferation and is activated during tumorigenesis.
MTX240 is a molecular glue, bringing two intracellular proteins, PDE3a and SLFN12, specifically co-expressed by GIST cancer cells, into close proximity to form a stable complex. This interaction stabilizes SLFN12, enabling it to drive RNase-mediated apoptosis in GIST cells through a mechanism independent of KIT signalling.
Tolimidone is an orally delivered, potent and selective inhibitor of Lyn kinase. Lyn is a member of the Src family of protein tyrosine kinases, which is mainly expressed in hematopoietic cells, in neural tissues, liver, and adipose tissue. Tolimidone demonstrates glycaemic control via insulin sensitization in animal models of diabetes and has the potential to become a first in class blood glucose modulating agent.
Biodexa’s headquarters and R&D facility is in Cardiff, UK. For more information visit www.biodexapharma.com.
For more company information, please contact:
Stephen Stamp, CEO
Fiona Sharp, CFO
Tel: +44 (0)29 20480 180
www.biodexapharma.com
Forward-Looking Statements
Certain statements in this announcement may constitute “forward-looking statements” within the meaning of legislation in the United Kingdom and/or United States. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved.” Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict,
that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein.
Reference should be made to those documents that Biodexa shall file from time to time or announcements that may be made by Biodexa in accordance with the rules and regulations promulgated by the SEC, which contain and identify other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements. These forward-looking statements speak only as of the date of this announcement. All subsequent written and oral forward-looking statements by or concerning Biodexa are expressly qualified in their entirety by the cautionary statements above. Except as may be required under relevant laws in the United States, Biodexa does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or events otherwise arising.
Exhibit 99.3
NOTICE OF ANNUAL GENERAL MEETINGBIODEXA PHARMACEUTICALS PLC(Incorporated and registered in England and Wales with registered no. 09216368)Notice is hereby given that an Annual General Meeting ("AGM") of the members of Biodexa Pharmaceuticals PLC (the "Company") will be held at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ on 17 June 2026 at 11:00 a.m. to consider and, if thought fit, pass the following resolutions (collectively, the "Resolutions" and each a "Resolution").ORDINARY RESOLUTIONS1. To receive the Company's Report and Accounts for the year ended 31 December 2025.2. To approve the directors' remuneration report, as set out in the Company's Report and Accounts for the year ended 31 December 2025 (the "Directors' Remuneration Report"), excluding the directors' remuneration policy as set out on pages 21 and 22 of the Directors' Remuneration Report.3. To re-elect Ann Merchant as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company.4. To re-elect Simon Turton as a Director of the Company, who retires in accordance with article 70.5 of the articles of association of the Company.5. To re-elect Sijmen de Vries as a Director of the Company, who retires in accordance with article 70.5 of the articles of association of the Company.6. To elect Fiona Powell (née Sharp), who was appointed as a Director by the Board following the last AGM, as a Director of the Company.7. To re-appoint PKF Littlejohn LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which financial statements are laid and to authorise the Directors to determine the auditor's remuneration. 8. THAT, subject to and conditional upon the passing of Resolution 11, and in accordance with section 618 of the Companies Act 2006 (the "Act"), and with effect from 18 June 2026:a. every 10,000 existing ordinary shares of £0.000001 each in the capital of the Company (the "Existing Ordinary Shares") be consolidated into one new consolidated ordinary share of £0.01 in nominal value each (the "Consolidated Ordinary Shares"), provided that where such consolidation results in any member being entitled to a fraction of a new Consolidated Ordinary Share, such fractions shall be aggregated and the directors of the Company are authorized to sell (or appoint another person to sell) such fractions on behalf of the relevant member which shall be dealt with by the directors of the Company as they see fit pursuant to the powers under Article 12 of the articles of association of the Company; andb. each of the Consolidated Ordinary Shares of £0.01 each in the capital of the Company immediately be subdivided and redesignated into one ordinary share of £0.000001 each ("New Ordinary Share"), having the same rights as the Existing Ordinary Shares, and 9,999 E deferred shares of £0.000001 each (such E deferred shares having the rights and being subject to the restrictions set out in the articles of association of the Company adopted pursuant to Resolution 11).9. THAT, the Directors of the Company be generally and unconditionally authorised in accordance with Section 551 of the Act), in addition to any existing authorities to allot equity securities to the extent unused, to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal value of £25,000,000.00, provided that this authority shall expire at the conclusion of the AGM of the Company to be held in 2029 (unless renewed, varied or revoked by the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement which would or might require shares in the Company to be allotted or Rights to be granted after such expiry and the Directors may allot shares in the Company or grant Rights in pursuance of that offer or agreement as if the authority conferred by this Resolution had not expired.Registered office: 1 Caspian PointCaspian WayCardiff, WalesCF10 4DQBiodexa Pharmaceuticals PLC01Notice of Annual General Meeting 2026
SPECIAL RESOLUTIONS10. THAT, subject to and conditional upon the passing of Resolution 9, the Directors of the Company be and hereby generally empowered pursuant to Sections 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash, in addition to any existing authorities to allot equity securities to the extent unused, pursuant to the authority conferred by Resolution 9 as set out in this Notice, as if Section 561 of the Act did not apply to such allotment, provided that this power shall expire at the conclusion of the AGM of the Company to be held in 2029 (unless renewed, varied or revoked by the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or the granting of rights to subscribe for, or convert any security into, shares in the Company after such expiry and the Directors may allot shares and grant rights to subscribe for, or convert such security into, shares in the Company in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.11. THAT, subject to and conditional on the passing of Resolution 8, the draft articles of association tabled at the meeting, initialled by the Chairman, and available on the Company's website, www.biodexapharma.com and labelled the ?New Articles', be approved and adopted as the new articles of association of the Company in substitution for and to the entire exclusion of the Company's existing articles of association. By order of the BoardFiona PowellCompany SecretaryRegistered office:1 Caspian Point Caspian Way Cardiff, Wales CF10 4DQDate: 14 May 2026Biodexa Pharmaceuticals PLC02Notice of Annual General Meeting 2026
Resolutions 1 through 9 are ordinary resolutions which require a simple majority of more than 50% of votes to be cast in favour to be passed. Resolutions 10 and 11 are special resolutions which require a 75% majority of the votes to be cast in favour to be passed.Ordinary ResolutionsResolution 1 ? Annual Report and Accounts This resolution is to receive and consider the FY25 Annual Report and Accounts. The Directors are required to present the FY25 Annual Report and Accounts, including the independent Auditor's Report.Resolution 2 ? Approval of the Directors' Remuneration ReportThis resolution is to approve the Directors' Remuneration Report as set out in the FY25 Annual Report and Accounts (excluding the part setting out the Directors' Remuneration Policy, which is on pages 21 to 22).Section 439 of the Companies Act 2006 requires that the Directors' Remuneration Report for the financial year be put to a vote of shareholders at the AGM. This vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.Resolutions 3, 4, 5 and 6 ? Re-election of DirectorsIn accordance with the provisions of the Company's articles of association, certain Directors are subject to election or annual re-election by shareholders.Resolution 3 relates to the re-election of Ann Merchant as a non-executive director of the Company who retires by rotation in accordance with article 70.2 of the Company's articles of association.Resolution 4 relates to the re-election of Simon Turton as a non-executive director of the Company who, having served as a director of the Company for more than nine years, retires in accordance with article 70.5 of the Company's articles of association.Resolution 5 relates to the re-election of Sijmen de Vries as a non-executive director of the Company who, having served as a director of the Company for more than nine years, retires in accordance with article 70.5 of the Company's articles of association.Resolution 6 relates to the appointment of Fiona Powell as a director of the Company who, having been appointed since the last annual general meeting, offers herself for election in accordance with article 67.2 of the Company's articles of association.The Board has considered the key strengths and experience of each Director and the contribution each Director brings to the Board. The Board has concluded that each Director continues to be effective and that they demonstrate commitment to their roles. It is the Board's view that each Director standing for election/re-election is, and continues to be, important to the long-term sustainable success of the Company.Resolution 3 ? Re-election of Ann Merchant as a DirectorRole: Non-Executive DirectorAppointment date: 31 December 2023Resolution 4 ? Re-election of Simon Turton as a DirectorRole: Non-Executive DirectorAppointment date: 2 December 2014Resolution 5 ? Re-election of Sijmen de Vries as a DirectorRole: Non-Executive DirectorAppointment date: 13 November 2014Resolution 6 ? Election of Fiona Powell as a DirectorRole: Executive DirectorAppointment date: 5 January 2026Resolution 7 ? Re-appointment of the AuditorsOn the recommendation of the Audit Committee, the Board proposes the re-appointment of PKF Littlejohn LLP as the Company's auditors for the financial year 2026.EXPLANATORY NOTES TO THE RESOLUTIONSBiodexa Pharmaceuticals PLC03Notice of Annual General Meeting 2026
EXPLANATORY NOTES TO THE RESOLUTIONS continuedResolution 8 ? Consolidation, Subdivision and Redesignation of Existing Ordinary SharesOn 6 May, 2026, the Company had outstanding 373,056,808,922 Existing Ordinary Shares. Based on an Existing Ordinary Share / ADS ratio of 500,000:1, this equates to approximately 746,113 ADSs outstanding. The Company's current issued ordinary share capital consists of an exceptionally large number of ordinary shares. In the Board's view, this creates unnecessary complexity in the administration and reporting of the Company's share capital and in the processing of corporate actions. The proposed reorganisation is intended to rationalise the Company's share capital by reducing the number of ordinary shares in issue, without altering members' rights or proportionate ownership in the Company.It is proposed that every 10,000 Existing Ordinary Shares of £0.000001 each in the capital of the Company be consolidated into one Consolidated Ordinary Share of £0.01 each in nominal value. It is further proposed that each Consolidated Ordinary Share of £0.01 each in the capital of the Company will be subdivided and redesignated into one New Ordinary Share of £0.000001 each and 9,999 E deferred shares of £0.000001 each (the "E Deferred Shares") (the consolidation, subdivision and redesignation of Existing Ordinary Shares and creation of the E Deferred Shares together the "Share Capital Reorganisation").Most shareholders will not hold a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio. The result of the Consolidation, if approved, will be that such shareholders will be left with a fractional entitlement to a resulting Consolidated Ordinary Share. Any such fractions as a result of the Consolidation will be aggregated and the Directors will in accordance with the articles of association of the Company sell the aggregated shares for the benefit of the relevant shareholders. The proceeds from the sale of the fractional entitlements shall be distributed pro rata amongst the relevant shareholders save that where a shareholder is entitled to an amount which is less than £5.00 it will (in accordance with the Articles) not be distributed to such shareholder but will be retained by the Company for its own benefit. The rights attaching to the Consolidated Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.Entitlements will be rounded down to the nearest whole number of Consolidated Ordinary Shares. If a shareholder holds fewer than 10,000 Existing Ordinary Shares as at the Record Date, such that the consolidation or rounding down process results in a shareholder being entitled to zero Consolidated Ordinary Shares, then as a result of the Share Capital Reorganisation they will cease to hold any Ordinary Shares (of any description) in the capital of the Company.Any existing warrants or options will be adjusted and the requisite exercise prices revised pursuant to the Share Capital Reorganisation. Warrant holders and option holders will be notified separately as soon as reasonably practicable following the Share Capital Reorganisation of their revised entitlements as a consequence of the Share Capital Reorganisation.The Company is proposing the Share Capital Reorganisation in order to maintain the aggregate nominal value and the nominal value per ordinary share while reducing the number of ordinary shares in issue which, over time, has become large and unwieldy. At the same time, the Company proposes to change the ratio of the American Depositary Shares listed on the NASDAQ Capital Market ("ADSs"), each of which currently represents 500,000 Existing Ordinary Shares, to represent 50 Consolidated Ordinary Shares. As a result, the number of outstanding ADSs will not change following the Share Capital Reorganisation.As is consistent with other deferred share classes issued by the Company, it is proposed that each E Deferred Share will have very limited rights and value. The Company will not issue any share certificates in respect of E Deferred Shares. The E Deferred Shares shall have the rights and restrictions as set out in the New Articles (as defined below) and shall not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution. An E Deferred Share shall entitle the holder thereof to participate in any return of capital on a winding up of the Company but only after the liabilities of the Company have been paid and after the holders of Consolidated Ordinary Shares have received the sum of £100 for each New Ordinary Share held by them and the holder of an E Deferred Share shall have no other right to participate in the assets or profits of the Company. An E Deferred Share is liable to be cancelled without payment of any consideration to the holder of the E Deferred Share.This resolution will be proposed as an ordinary resolution and is conditional on the passing of Resolution 11. In order to ensure that the total number of Existing Ordinary Shares in issue at the time of the Share Capital Reorganisation are exactly divisible with the consolidation ratio described above, the Company expects to issue a further 1,078 Existing Ordinary Shares immediately prior to 6:00 p.m. on 17 June 2026 (the "Record Date"). It is expected that these additional shares will be issued to the Company's registrars, Neville Registrars Limited and immediately consolidated off the Company's register of members. Assuming no other Existing Ordinary Shares are issued prior to the Record Date and that the requisite Resolutions are passed, the Company will have 37,305,681 Consolidated Ordinary Shares, 1,000,001 A Deferred Shares, 4,063,321,418 B Deferred Shares, 126,547,389,518 C Deferred Shares, 1,416,409,137,178 D Deferred Shares and 373,019,504,319 E Deferred Shares.Biodexa Pharmaceuticals PLCNotice of Annual General Meeting 202604
The Company has obtained a new ISIN in respect of the Consolidated Ordinary Shares, which is GB00BTJ0PL96.If you hold your Existing Ordinary Shares in uncertificated form, you should expect to have your CREST account updated to reflect holdings of the Consolidated Ordinary Shares instead of the Existing Ordinary Shares to which you are entitled on the implementation of the Share Capital Reorganisation on 18 June 2026 or as soon as practicable after the Share Capital Reorganisation becomes effective. Following the Share Capital Reorganisation, share certificates for all Existing Ordinary Shares will become invalid and the Company will issue replacement share certificates in respect of the Consolidated Ordinary Shares. An expected timetable of principle events is set out below:EventTime and/or date 2026Publication of this document and Forms of Proxy14 May 2026Latest time and date for receipt of Forms of Proxy11:00 a.m. 15 JuneGeneral Meeting11:00 a.m. 17 JuneRecord Date6:00 p.m. 17 JuneShare Capital Reorganisation effective8:00 a.m. 18 JuneCREST accounts expected to be credited with the Consolidated Ordinary Shares (where applicable)8:00 a.m. 18 JuneDispatch of definitive share certificates (where applicable) in respect of the Consolidated Ordinary Shareswithin 10 business days of the Effective DateCurrent ISIN of the Existing Ordinary SharesGB00BNGF1L75New ISIN of the Consolidated Ordinary SharesGB00BTJ0PL961. Unless otherwise stated, all references to time in this document and in the expected timetable are to the time in London, United Kingdom. Unless stated otherwise, all future times and dates referred to in this document are subject to change at the discretion of the Company. In the event of any adjustment to the above dates and/or times, details of the new times and/or dates will be notified via an announcement through a Regulatory Information Service. Temporary documents of title will not be issued.Resolution 9 ? General authority to allot new sharesThis resolution will be proposed to enable the Directors to obtain additional shareholder authority to allot ordinary shares in the capital of the Company without the prior consent of shareholders for a period expiring at the conclusion of the Annual General Meeting of the Company to be held in 2029. The Company's current intention is to add to, and diversify, its development pipeline with a continued focus on rare and orphan products and/or oncology. With limited cash resources, it is likely any acquisitions of additional development products will be for share consideration and will require attendant financings in order to progress them through proof-of-concept. Accordingly, the Board is seeking sufficient authorities to provide the flexibility to make such acquisitions and financings.This resolution will allow the Directors to allot ordinary shares up to an aggregate maximum nominal amount of £25,000,000.00.This resolution will be proposed as an ordinary resolution.Biodexa Pharmaceuticals PLCNotice of Annual General Meeting 202605
SPECIAL RESOLUTIONSResolution 10 ? General disapplication of pre-emption rightsUnder Section 561 of the Companies Act 2006, if the Directors wish to allot any equity securities for cash (other than in connection with any employee share scheme) they must offer them to existing shareholders in the first instance in proportion to their holdings (known as "pre-emption rights"). This resolution will give the Directors the authority to allot equity securities for cash without first being required to offer such shares to existing shareholders for a period expiring at the conclusion of the Annual General Meeting to be held in 2029. If approved, the resolution will empower the Directors to issue shares on a non-pre-emptive basis pursuant to the authority conferred by Resolution 9 for cash up to an aggregate maximum nominal amount of £25,000,000.00.This resolution will be proposed as a special resolution and is conditional on the passing of Resolution 9.Resolution 11 ? Adoption of New Articles of AssociationIn connection with the Share Capital Reorganisation, the Company proposes to adopt new articles of association (the "New Articles") in substitution for and to the exclusion of the Company's existing articles of association (the "Existing Articles") in order to make consequential amendments to the Existing Articles to include provisions in respect of the ?E Deferred Shares'.The Existing Articles and the New Articles (and a comparison of the two showing the proposed amendments) are available for inspection on the Company's website at www.biodexapharma.com and at the Company's registered office at 1 Caspian Point, Caspian Way, Cardiff, United Kingdom, CF10 4DQ during normal business hours until the time of the AGM. The members will also have the opportunity to inspect the Existing Articles and the New Articles (and a comparison of the two showing the proposed amendments) at the AGM.This resolution will be proposed as a special resolution and is conditional on the passing of Resolution 8.Biodexa Pharmaceuticals PLCNotice of Annual General Meeting 202606
NOTESProxies1. Holders of Existing Ordinary Shares are entitled to attend and vote at the AGM. The total number of issued Existing Ordinary Shares in the Company on 6 May 2026, which is the latest practicable date before the publication of this document, is 373,056,808,922. On a vote by show of hands every member who is present in person or by proxy shall have one vote. On a poll vote every member who is present in person or by proxy shall have one vote for every Existing Ordinary Share of which he is the holder. 2. A member of the Company entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote in that member's place. A member may appoint more than one proxy in relation to this meeting provided that each proxy is appointed to exercise rights attached to a different share or shares held by that member. A proxy need not also be a member. Completion and return of a Form of Proxy (or any CREST Proxy Instruction, as described in notes 7 to 10) will not preclude a member from attending and voting at the meeting should the member so decide. A Form of Proxy has been sent to all registered holders of shares. If you wish to appoint multiple proxies please photocopy the Form of Proxy, fill in each copy in respect of different shares and send the multiple forms together to the Company's registrars, Neville Registrars Limited, in accordance with note 3 below. Alternatively, you may appoint multiple proxies by CREST Proxy Instruction in accordance with notes 7 to 10 below.3. To be valid, the Form of Proxy and any power of attorney or other authority (if any) under which it is signed (or a copy certified notarially, or in some other manner approved by the Board) must be completed and returned so as to reach the Company's registrars, Neville Registrars Limited, at: Neville House, Steelpark Road, Halesowen B62 8HD by 11:00 a.m. on 15 June 2026 (or, if the meeting is adjourned, not less than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting).4. In the event that a poll is demanded at the meeting, and such poll is to be taken more than 48 hours thereafter, the Form of Proxy (together with any documents of authority required by note 3) may be returned to the Company's registrars, Neville Registrars Limited at the address in note 3 above so as to arrive not later than 24 hours before the time appointed for such poll. In the event that a poll is demanded at the meeting, and such poll is not taken at the meeting, but is taken less than 48 hours after the meeting, the enclosed Form of Proxy (together with any documents of authority required by note 3) may be delivered at the meeting to the chairman of the meeting or to the secretary or any director of the Company.5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), to be entitled to attend and vote at the meeting (and for the purpose of determining the number of votes a member may cast), members must be entered on the register of members of the Company at 6:00 p.m. on 15 June 2026.6. In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy, but the vote of the senior (by order in the register of members) who tenders a vote will be accepted to the exclusion of the others.7. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.8. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent (ID 7RA11) by the latest time for proxy appointments set out in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/site/public/EUI). Biodexa Pharmaceuticals PLCNotice of Annual General Meeting 202607
NOTES continued10. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).11. A corporation which is a member 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.08Notice of Annual General Meeting 2026https://www.biodexapharma.comBiodexa Pharmaceuticals PLC1 Caspian Point Caspian Way Cardiff, Wales CF10 4DQwww.biodexapharma.com
Exhibit 99.4
t: +44 (0)29 20480180 | www.biodexapharma.com | Registered in England & Wales, No. 09216368 Biodexa Pharmaceuticals PLC 1 Caspian Point Caspian Way Cardiff CF10 4DQ Biodexa Pharmaceuticals PLC (Biodexa or the Company) May 14, 2026 Dear Shareholder, Annual General Meeting Proposals to Reorganize Share Capital Without Affecting Shareholder's Rights or Number of ADSs Outstanding With this letter you should have received a Notice of Annual General Meeting (AGM) which is scheduled to take place on June 17 at 11.00 UTC together with a Voting Card for the AGM. There are a number of resolutions proposed, most of which are self-explanatory. Some resolutions, however, relate to changes in the share capital. The purpose of this letter is to explain the reasons for those changes and the impact on numbers of ordinary shares and your American Depositary Shares (ADSs). On May 6, 2026, the latest practicable date before printing, the Company had outstanding 373,056,808,922 ordinary shares of nominal value £0.000001 each (Existing Ordinary Shares). Based on an Existing Ordinary Share / ADS ratio of 500,000:1, this equates to approximately 746,113 ADSs outstanding. The Company's current issued ordinary share capital consists of an exceptionally large number of ordinary shares. In the Board's view, this creates unnecessary complexity in the administration and reporting of the Company's share capital and in the processing of corporate actions. The proposed reorganization is intended to rationalize the Company's share capital by reducing the number of ordinary shares in issue, without altering shareholders' rights or proportionate ownership. Accordingly, the Company is proposing a number of resolutions at the upcoming AGM which will have the effect of reducing the number of ordinary shares outstanding, creating a new class of E deferred shares (with negligible rights), retaining the same aggregate nominal value and adjusting the ordinary share / ADS ratio to maintain the same number of ADSs outstanding. The steps are as follows: Resolution # Ordinary shares outstanding before Resolution Equivalent ADSs outstanding before Resolution Impact of Resolution Ordinary shares outstanding after Resolution E deferred shares Equivalent ADSs outstanding after Resolution 8.a 373,056,808,922 746,113 Reverse split (consolidate) every 10,000 Existing Ordinary Shares into one ordinary share of nominal value £0.01 (Consolidated Ordinary Share) 37,305,681 8.b 37,305,681 Each Consolidated Ordinary Share is subdivided and redesignated into one ordinary share of £0.000001 each ("New Ordinary Share") and 9,999 E deferred shares 37,305,681 373,019,504,319 Change ordinary share / ADS ratio from 500,000:1 to 50:1 746,113
2 For information regarding the treatment of any fractional shares, please see the Notice of Annual General Meeting. Resolutions 8 and 11, the latter being a change in the Company's articles to accommodate the creation of E deferred shares, are inter-conditional. Similarly, the change in ordinary share / ADS ratio will not be effected unless both Resolutions 8 and 11 pass. If the proposals pass, the ratio change will be effective on June 18, 2026. Accordingly, the Board of Biodexa unanimously recommends shareholders to vote in favor of all Resolutions to be proposed at the AGM. Sincerely, Stephen B. Parker Chairman
Exhibit 99.5
If you are planning to attend the Annual General Meeting, please tick the following box:>123-0Resolutions (*Special Resolutions)FORM OF PROXYBiodexa Pharmaceuticals PLC(a company incorporated in England and Wales under the Companies Act 2006 with company number 09216368)I?We _________________________________________________ being (a) member(s) of the Company and entitled to vote at the AnnualGeneral Meeting, hereby appoint(Please only complete if appointing someone other than the Chairman of the Meeting)or failing him?her, the Chairman of the meeting as my?our proxy, to attend, speak and vote for me?us and on my?our behalf atthe Annual General Meeting of the Company, to be held on 17 June 2026 at 1Caspian Point, Caspian Way, Cardi?, CF10 4DQ at 11:00 a.m. and at any adjournment thereof.Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:DDMMYYMark this box with an "X" if you are appointing more than one proxy:Date:Signed:1To receive the Company?s Report and Accounts for the year ended 31 December 20252To approve the directors? remuneration report3To re-elect Ann Merchant as a Director of the Company4To re-elect Simon Turton as a Director of the Company5To re-elect Sijmen de Vries as a Director of the Company6To elect Fiona Powell (née Sharp) as a Director of the Company7To re-appoint PKF Littlejohn LLP as auditor of the Company and to authorise the Directors to determine the auditor?s remuneration8To approve the proposed Share Capital Reorganisation9To authorise the Directors to allot shares in the Company10*To disapply statutory pre-emption rights11*To approve and adopt new articles of association of the Company1As a shareholder of the Company you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting.2The appointment of a proxy does not preclude you from attending and voting in person. If you appoint a proxy and attend the meeting in person, yourproxy appointment will be automatically terminated.3A proxy does not have to be a shareholder of the Company but must attend the meeting to representyou. To appoint as your proxy a person other thanthe Chairman of the meeting, strike out the words"Chairman of the Meeting" and add the name of the proxy you wish to appoint and initial the alteration. The proxy need not be a shareholder. You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to di?erent shares. You may not appoint more than one proxy to exercise rights attached toany one share. To appoint more than one proxy please contact the Company'sregistrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD.4Please indicate with an "X" in the relevant box marked "For" or "Against" how you wish the proxy to vote. If you wish to abstain from voting, you should indicate by inserting an "X" in the "withheld" box. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.5If you do not give any speci?c instructions, your proxy may vote or abstain at his?her discretion on the speci?ed resolutions and, unless instructed otherwise, he?she mayalso vote or abstain from voting as he?she thinks?t on any other business (including a motion to adjourn the meeting or amend a resolution) which may properly come before the meeting.6In the case of a shareholder which is a corporation this form must be completed under its common seal or under the hand ofa duly authorised o?cer or attorney.7In the case of joint holders the vote of the ?rst-named holder on the Register of Members (whether voting in person or byproxy) will be accepted to the exclusion of the votes of the other joint holders.8To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certi?ed copy of such powermust reach the Company'sRegistrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, not less than 48 hours (excluding non-working days) before the time appointed for holding the Annual General Meeting or any adjournment as the case may be.9CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by 11:00 a.m. (UK time) on 15 June 2026. See the notes to the Notice of Meeting for further information on proxy appointmentthrough CREST.10Any alteration of this form must be initialed.NOTES TO THE FORM OF PROXYPlease complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to Neville Registrars Limited at the address shown overleaf and pay the appropriate postage charge. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.
Business Reply PlusLicence NumberRTZE-YRRG-ETSKNeville Registrars LimitedNeville HouseSteelpark RoadHalesowenB62 8HDBiodexa Pharmaceuticals PLCAttendance CardThe Annual General Meeting will start at 11:00 a.m. and is being held on 17 June 2026 at 1 Caspian Point, Caspian Way, Cardi?, CF10 4DQ.If you plan to attend the Annual General Meeting, please bring this card with you to ensure you gain entry as quickly as possible.Please present this card at the registration desk. It will be used to show that you have the right to attend, speak and vote at the Annual General Meeting.NameAddress 1Address 2Address 3Address 4Address 5Address 6
Exhibit 99.6
ORDINARY RESOLUTIONS SPECIAL RESOLUTIONS FOR AGAINST WITHHELD FOR AGAINST WITHHELD FOR AGAINST WITHHELD Res 1. Res 7. Res 10. Res 2. Res 8. Res 11. Res 3. Res 9. Res 4. Res 5. Res 6. BIODEXA PHARMACEUTICALS PLC TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ("ADRs") REPRESENTING ORDINARY SHARES OF BIODEXA PHARMACEUTICALS PLC Sign below Date: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorised officer who should state his or her title. FOLD AND DETACH HERE Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. Address change Mark box, sign and indicate changes/comments below: Mark box at right if you wish to give a discretionary proxy to the Chair. PLEASE NOTE: Marking this box voids any other instructions indicated on this card for the Meeting. JPMorgan Chase Bank, N.A., Depositary PO Box 64873 Saint Paul MN 55164-0873 Vote by Internet, Telephone, or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting is available through 11:59 p.m. Eastern Time on June 11, 2026. Your Internet or telephone vote authorises the named proxies to vote your shares in the same manner as if you marked, signed and returned your Voting Instruction Card. INTERNET ? www.proxypush.com/bdrx Use the Internet to vote your proxy. Have your Voting Instruction Card in hand when you access the website. PHONE ? 1-866-883-3382 Use any touch-tone telephone to vote your proxy. Have your Voting Instruction Card in hand when you call. MAIL ? Mark, sign, and date your Voting Instruction Card and return it in the enclosed envelope. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your Voting Instruction Card.
AGM 2026 resolutions Ordinary Resolutions 1. To receive the Company's Report and Accounts for the year ended 31December 2025.2. To approve the directors' remuneration report, as set out in the Company'sReport and Accounts for the year ended 31 December 2025 (the "Directors'Remuneration Report"), excluding the directors' remuneration policy as set outon pages 21 and 22 of the Directors' Remuneration Report.3. To re-elect Ann Merchant as a Director of the Company, who retires by rotationin accordance with the articles of association of the Company.4. To re-elect Simon Turton as a Director of the Company, who retires inaccordance with article 70.5 of the articles of association of the Company. 5. To re-elect Sijmen de Vries as a Director of the Company, who retires inaccordance with article 70.5 of the articles of association of the Company. 6. To elect Fiona Powell (née Sharp), who was appointed as a Director by theBoard following the last AGM, as a Director of the Company.7. To re-appoint PKF Littlejohn LLP as auditor of the Company to hold office fromthe conclusion of the AGM until the conclusion of the next general meeting ofthe Company at which financial statements are laid and to authorise theDirectors to determine the auditor's remuneration.8. THAT, subject to and conditional upon the passing of Resolution 11, and inaccordance with section 618 of the Companies Act 2006 (the "Act"), and witheffect from 18 June 2026:a.every 10,000 existing ordinary shares of £0.000001 each in the capital of the Company (the "Existing Ordinary Shares") be consolidated into one newconsolidated ordinary share of £0.01 in nominal value each (the"Consolidated Ordinary Shares"), provided that where such consolidationresults in any member being entitled to a fraction of a new ConsolidatedOrdinary Share, such fractions shall be aggregated and the directors of theCompany are authorized to sell (or appoint another person to sell) suchfractions on behalf of the relevant member which shall be dealt with by thedirectors of the Company as they see fit pursuant to the powers under Article 12 of the articles of association of the Company; and b.each of the Consolidated Ordinary Shares of £0.01 each in the capital of the Company immediately be subdivided and redesignated into one ordinaryshare of £0.000001 each ("New Ordinary Share"), having the same rightsas the Existing Ordinary Shares, and 9,999 E deferred shares of £0.000001 each (such E deferred shares having the rights and being subject to therestrictions set out in the articles of association of the Company adopted pursuant to Resolution 11). 9. THAT, the Directors of the Company be generally and unconditionallyauthorised in accordance with Section 551 of the Act), in addition to any existing authorities to allot equity securities to the extent unused, to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribefor or convert any security into shares in the Company ("Rights") up to anaggregate nominal value of £[25,000,000.00], provided that this authority shallexpire at the conclusion of the AGM of the Company to be held in 2029 (unlessrenewed, varied or revoked by the Company prior to or on that date), exceptthat the Company may, before such expiry, make an offer or agreement whichwould or might require shares in the Company to be allotted or Rights to begranted after such expiry and the Directors may allot shares in the Company orgrant Rights in pursuance of that offer or agreement as if the authority conferred by this Resolution had not expired.Special Resolutions 10. THAT, subject to and conditional upon the passing of Resolution [9], theDirectors of the Company be and hereby generally empowered pursuant toSections 570 of the Act to allot equity securities (within the meaning of Section560 of the Act) wholly for cash, in addition to any existing authorities to allotequity securities to the extent unused, pursuant to the authority conferred byResolution 9 as set out in this Notice, as if Section 561 of the Act did not applyto such allotment, provided that this power shall expire at the conclusion of the AGM of the Company to be held in [2029] (unless renewed, varied or revokedby the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement which would or might require sharesto be allotted or the granting of rights to subscribe for, or convert any securityinto, shares in the Company after such expiry and the Directors may allot shares and grant rights to subscribe for, or convert such security into, shares in the Company in pursuance of any such offer or agreement as if the authorityconferred hereby had not expired.11. THAT, subject to and conditional on the passing of Resolution 8, the draftarticles of association tabled at the meeting, initialled by the Chairman, andavailable on the Company's website, www.biodexapharma.com and labelledthe ?New Articles', be approved and adopted as the new articles of associationof the Company in substitution for and to the entire exclusion of the Company'sexisting articles of association.Biodexa Pharmaceuticals PLC JPMorgan Chase Bank, N.A., Depositary PO Box 64873, Saint Paul MN 55164-0873 Voting Instruction Card PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. JPMorgan Chase Bank, N.A. (the "Depositary") has received advice that the Annual General Meeting (the "AGM" or "Meeting") of Biodexa Pharmaceuticals PLC (the "Company") will be held at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ, United Kingdom, on June 17, 2026, at 11:00 am (BST), for the purposes set forth on this card. If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the ordinary shares represented by your ADRs FOR or AGAINST or to WITHHOLD from the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST or to WITHHOLD from the Resolutions, or any of them, as the case may be. You may include instructions to give a discretionary proxy to the Chair. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 9:00 am (Eastern Time), June 12, 2026. Only the registered holders of record at the close of business on May 5, 2026, will be entitled to execute the attached Voting Instruction Card. The signatory, a registered holder of ADRs representing ordinary shares of the Company, of record as of May 5, 2026, hereby requests and authorises the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying ordinary shares of the Company represented by such ADRs, on the Resolutions at the Meeting. These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary proxy to the Chair, the underlying ordinary shares represented by your ADRs will be voted by such person at his or her discretion. The Annual Report is available to view on the Company's website: biodexapharma.com. Please watch the Company's website, regulatory news and other published notifications for any further updates in relation to the Meeting. NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 9:00 am (Eastern Time), June 12, 2026. JPMorgan Chase Bank, N.A., Depositary
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