Posting of Annual Report & Notice of AGM

EKF Diagnostics Holdings plc

("EKF" or the "Company")

Posting of Annual Report & Accounts

and

Notice of AGM

And

Rule 9 Waiver

EKF Diagnostics Holdings plc (AIM: EKF), the AIM-listed global diagnostics business, confirms that the Annual Report and Accounts for the year ended 31 December 2025 ("2025 Annual Report") and the Notice of the 2026 Annual General Meeting ("AGM") ("Notice of AGM") have now been published on the Company's website via: https://www.ekfdiagnostics.com/documents-reports.html

The 2025 Annual Report, the Notice of AGM and details for voting by proxy have been posted today to shareholders who have requested hard copies.

The AGM is to be held at 11:00 am on 19 May 2026 at Harwood Capital LLP, 6 Stratton Street Mayfair, London W1J 8LD and will consider the Resolutions set out in the Notice of AGM.

The Company is providing a facility for shareholders to listen in to the AGM either online or telephonically (in a non-voting capacity) and there will be an opportunity for shareholders to ask questions. In order to facilitate the process, the Directors would request that shareholders register for the meeting and submit questions in advance, before 11:00 am on Friday, 15 May 2026. To register for dial-in details and to submit any questions please contact Walbrook PR via email at [email protected] or call +44 (0)20 7933 8780.

Proxy voting

EKF Diagnostics Holdings plc is not sending out a Form of Proxy this year with this Notice of AGM.

Shareholders are being encouraged to vote online via the Investor Centre app or by logging on to https://uk.investorcentre.mpms.mufg.com/ and following the instructions given.

Shareholders can request a hard copy proxy directly from the Registrars, MUFG Corporate Markets at [email protected] or on Tel: 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

Proposed share buyback and Rule 9 Waiver

The Company has historically sought and received approval from its Shareholders to make market purchases of its own shares. The most recent authority was granted at the Company's last AGM on 20 May 2025, which permitted the Company to repurchase up to 14.99% of the Ordinary Shares in issue at that date. The Directors have always considered it to be in the best interests of all Shareholders for the Company to have the right, in appropriate circumstances, to purchase its own shares in the market. The Company may either cancel any shares it purchases under the authority granted to it by Shareholders or transfer them into treasury.

Given the existing share buyback authority is due to expire, the Company is seeking the authority from Shareholders to repurchase further Ordinary Shares up to a maximum of 64,575,466 Ordinary Shares (Proposed Buy-Back Authority).

The Independent Directors (being all Directors other than Christopher Mills) believe that it is in the best interests of the Company and its Shareholders as a whole to retain the flexibility in the management of its capital structure. In accordance with section 724 of the Companies Act 2006, the Company is entitled, on buying back its own shares, to hold such shares in treasury for subsequent sale, transfer for the purposes of or pursuant to employee share option schemes, or cancellation as an alternative to cancelling them immediately.

However, the Independent Directors would not be prepared to exercise the Proposed Buy-Back Authority being sought in Resolution 12 (authority to purchase own shares) in the Notice of AGM and cancel or return to treasury the Ordinary Shares so acquired in circumstances which would lead to a person or group of persons acting in concert becoming obliged to make a general offer to acquire all of the Ordinary Shares not already held by it in accordance with Rule 9 of the Takeover Code.

The "Concert Party", being collectively Christopher Mills (a Non-Executive Director of the Company) and Harwood Capital LLP, North Atlantic Smaller Companies Investment Trust plc and Oryx International Growth Fund Limited (being shareholders of the Company), is currently interested in an aggregate of 127,050,000 Ordinary Shares which is equivalent to approximately 29.51% of the current issued share capital of the Company.

Were the Company to undertake a share repurchase in accordance with the Proposed Buy-Back Authority being sought in Resolution 12 and utilise this authority in full, the Concert Party's interest in Ordinary Shares will increase to over 30% of the prevailing total voting rights in the Company, in which case the Concert Party could be required to make a mandatory general offer for the remainder of the share capital of the Company. The Independent Directors are therefore seeking your approval, via Resolution 13 in the Notice of AGM (the "Waiver Resolution"), for a waiver to be granted from the obligations that would otherwise apply to the Concert Party in these circumstances.

It is for this reason that the Independent Directors have decided to seek a waiver from the Takeover Panel from the obligation on the Concert Party to make a general offer under Rule 9 of the Takeover Code that could arise as a result of the exercise of the Proposed Buy-Back Authority.

The Takeover Panel has agreed to waive the obligation to make an offer that would otherwise arise under Rule 9 as a result of the Proposed Buy-Back, subject to the approval of the "Independent Shareholders" (being all shareholders of the Company other than the Concert Party). Accordingly, Resolution 13 is being proposed at a general meeting of the Company and will be taken on a poll. The Concert Party will not be entitled to vote on the Waiver Resolution.

In order to be passed, the Waiver Resolution will require the approval by a simple majority of the votes cast by the Independent Shareholders on a poll.

The Rule 9 Waiver, if approved, will not be valid if any purchases of Ordinary Shares are made by the Concert Party in the period between the date of this document and the AGM.

The Notice of AGM is available on the Company's website at:

https://www.ekfdiagnostics.com/documents-reports.html

Defined terms used in this announcement are the same as those defined in the Notice of AGM unless the context requires otherwise.

About EKF Diagnostics Holdings plc (www.ekfdiagnostics.com)

EKF is an AIM-listed global diagnostics business focussed on:

EKF has headquarters in Penarth (near Cardiff) and operates five manufacturing sites across the US and Germany, selling into over 120 countries world-wide.