Ovoca Bio Plc EGM Proxy Form
OVOCA BIO PUBLIC LIMITED COMPANY
FORM OF PROXY – EXTRAORDINARY
GENERAL MEETING
SRN:
For use at the Extraordinary General Meeting (the “ Meeting ”) to be held at The Mespil Hotel, 50-60 Mespil Road, Dublin 4, D04 E7N2 on 27 January 2026 at 11.00 a.m. and any adjournment thereof. I/We the undersigned being a member/members of the above named Company hereby appoint the Chairman of the Meeting as my/or proxy to vote for me/us on my/our behalf at the Meeting of the Company to be held on 27 January 2026 and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the resolutions as indicated by an “ ” in the appropriate
X
box. Unless otherwise directed, the proxy may vote as he/she thinks fit. Ordinary Resolutions For Against Withhold 1. To approve the acquisition of the entire issued share capital of Tadeen international Limited for the purposes
- f Rule 14 of the AIM Rules, subject to the passing of Resolutions 1 above and 3 and 4 below.
€
2. To approve the consolidation of the Company’s existing ordinary shares into ordinary shares of 0.125 each € €
- n the basis of one new ordinary share of 0.375 each for every 3 existing ordinary shares of 0.125 each.
3. To approve, subject to the passing of Resolution 2 above, with effect from 23.59 hours on the date of passing
€
- f this resolution, all of the ordinary shares of 0.375 each in the capital of the Company, whether issued or
€ €
unissued, be subdivided into one new ordinary share of 0.02 each and three deferred shares of 0.355 each.
4. To approve, subject to the passing of resolution 2 and 4 above, the increase in the authorised share capital to
€ 17,500,000.
Special Resolutions
5. To approve, subject to the passing of resolution 1 above, the change of the main objects clause of the Company,
which will remove all references to all biotech projects.
6. To approve, subject to the passing of resolution 2, 3 and 4 above, proposed changes to the Memorandum of
Association to reflect the changes to the share capital as set out above.
7. To approve, subject to the passing of resolutions 2, 3 and 4 above, the adoption of new Articles of Association,
including setting out the new share capital of the Company and the rights attaching to the of the deferred shares of € 0.355 each.
8. To approve, subject to the passing of resolution 1 above, and the approval of the Registrar of Companies, the
change of the name of the Company to Talisman Metals plc.
9. To approve, subject to the passing of resolution 1 and 8 above, proposed changes to the Memorandum of
Association to reflect the new name and proposed changes to the Articles of Association to reflect the new name.
I/We direct my/our proxy to vote on the resolutions proposed at the EGM (and any adjournment thereof) as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting (or any adjournment thereof) and whether procedural or administrative in nature (including without limitation any motion to amend a resolution or adjourn the meeting. My/our proxy shall decide on how to vote on my/our behalf in respect of any procedural resolutions moved at the EGM. Signature Date
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In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised,
DD / MM / YY
stating their capacity (e.g. director, secretary).
W K F 2 9 7 8 0 8 O V O R
Notes:
1. A member entitled to attend and vote at the above meeting 5. The Company, pursuant to Section 1105 of the Companies
should appoint the Chairman of the meeting to act as Act 2014 (as modified by section 1087G of that Act) and Proxy on his/her behalf. Regulation 14 of the Companies Act 1990 (Uncertificated
Securities) Regulations 1996 specifies that only those
2. To be effective, a Form of Proxy (if executed by an
shareholders registered in the register of members of the
Attorney together with any power of attorney or other
Company as at close of business on 23 January 2026 shall
authority under which it is executed, or a notarially certified
be entitled to attend and vote at the meeting in respect of
copy thereof) must be completed and reach the registered
the number of shares registered in their names at the time.
- ffice of the Company’s registrar, Computershare Investor Changes to entries in the register after that time will be Services (Ireland) Limited, 3100 Lake Drive, Citywest disregarded in determining the right of any person to Business Campus, Dublin 24, D24 AK82 not less than forty attend and/or vote at the meeting.
eight hours before the time appointed for the Meeting.
6. The “Withhold” option is provided to enable you to abstain
3. The Form of Proxy must (i) in the case of an individual
from voting on the resolutions. However, it should be noted
member be signed by the member or his/her attorney duly
that a vote withheld is not a vote in law and will not be
authorised in writing; or (ii) in the case of a body corporate
counted in the calculation of the proportion of votes for and
be given either under its common seal or signed on its
against the resolution.
behalf by its duly authorised officer or attorney.
4. In the case of joint holders, the vote of the senior who
tenders a vote whether in person or by proxy shall be
accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined
by the order in which the names stand in the register of
members in respect of the joint holding.
PLEASE USE REPLY-PAID ENVELOPE PROVIDED
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Sterling Financial Print
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