Posting of Supplementary Circular

Rex Bionics Plc

("Rex Bionics" or the "Company")

Posting of Supplementary Circular

22 July 2016: Rex Bionics plc (AIM: RXB), the pioneer of the REX Robot technology that enhances the mobility of wheelchair users, today announces that it has posted a supplementary circular to Shareholders (the "Supplementary Circular") in respect of the Adjourned General Meeting to take place on 1 August 2016.

On 29 June 2016 the Company posted the Circular to Shareholders in connection with the proposed subscription of 7,683,333 new ordinary shares by certain new and existing investors at a price of 30 pence per new ordinary share to raise £2.3 million (before expenses), conditional upon shareholder approval. The Circular also contained a notice of General Meeting on 19 July 2016. On 18 July 2016, the Company announced its intention to adjourn the General Meeting.

As explained below, the revised arrangements will, with Shareholders' approval, still enable the Company to raise £2.3 million a few weeks later than planned, comprising at least £1.05 million initially and potentially a further £1.25 million later in August 2016.

The Supplementary Circular will be dispatched today. The Circular and the Supplementary Circular are both available from the Company's website at www.rexbionics.com/.

Capitalised terms in this announcement have the meanings given to them in the Circular, except where the context requires otherwise.

For further information please contact:

Rex Bionics Plc

Crispin Simon, Chief Executive Officer

+44 (0) 781 086 6386

Peter Worrall, Chief Financial Officer

+44 (0)1428 645416

Stifel Nicolaus Europe Limited (NOMAD and Broker)

Jonathan Senior/ Stewart Wallace / Ben Maddison

+44 (0) 20 7710 7600

Consilium Strategic Communications

Mary-Jane Elliott / Chris Welsh

[email protected]

+44 (0) 203 709 5700

Background to and reasons for the Supplementary Circular

The purpose of the Supplementary Circular is to provide Shareholders with (i) the updated information contained in the announcement made by the Company on 18 July 2016; (ii) details of an extended timetable of principal events; and (iii) details of the procedure on how to vote on the Resolutions to be proposed at the Adjourned General Meeting.

Background to and reasons for the adjournment

The reason for the adjournment is that the Company was informed by one of the subscribers in the proposed Subscription, Maxhealth, a Chinese listed entity and a distributor of REX for the PRC, that, absent it obtaining PRC foreign exchange approval, it is unable to transfer the requisite funds for a subscription of £1 million to the Company outside China in sterling in the required timeframe set out in the subscription agreement between the Company and Maxhealth dated 29 June 2016 in order for the General Meeting to go ahead when set. Maxhealth has now agreed with the Company that it will, however, be able to pay, or procure the payment by a wholly-owned subsidiary of it based in Hong Kong, of the necessary funds to the Company on or before 5 August 2016.

The Company is pleased to announce that three other major shareholder investors named in the Circular have all signed amendments to their Subscription Agreements committing still to make their investments into the Company after the Adjourned General Meeting (conditional upon the passing of the required resolutions at that meeting and the fundraising now raising at least £1 million rather than £2.3 million). A further Shareholder has indicated its acceptance of the revised arrangements.

Accordingly, the Company had adjourned the General Meeting until 1 August 2016, to give the Company time to prepare and circulate the Supplementary Circular which provides further details of the amended subscription arrangements. These arrangements are planned by the Company, using the authorities given by Shareholders at the Adjourned General Meeting (if approved), to enable subscriptions from certain investors for, in total, initially at least £1.05 million and, separately and later if Maxhealth is able to meet the extended deadline, the £1 million subscription by Maxhealth (and a consequent additional subscription by Hunter Hall) for a further £1.25 million in total.

Revised expected timetable of principal events

In order to provide Shareholders with sufficient time to consider the contents of the announcement made by the Company on 18 July 2016 and the content of the Supplementary Circular, the Company has adjourned the General Meeting until 10.00 a.m. on 1 August 2016 and extended the timetable for receipt of Updated Proxy Forms until 10.00 a.m. on 29 July 2016. As a result, the revised expected timetable of the principal events is as follows.

Each of the times and dates above are indicative only and are subject to change. If any of these times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service. All of the times in the Supplementary Circular refer to London time. Admission and dealings in the Subscription Shares are conditional, among other matters, on the passing of the Resolutions 1 and 2 at the Adjourned General Meeting. The timetable for the Further Subscription Shares depends on Maxhealth meeting its revised obligations under its amended Subscription Agreement.

Subscription by Maxhealth

Conditional on the passing of Resolutions 1 and 2, the Company will issue the Initial Subscription Shares and expects Initial Admission to occur at 8.00 a.m. on 2 August 2016. The issue of the Initial Subscription Shares will generate gross proceeds of, at least, £1.05 million for the Company.

Provided that Maxhealth is able to meet the extended deadline to transfer the requisite funds to the Company for the subscription for its Further Subscription Shares the Company will allot such Further Subscription Shares to Maxhealth, and Hunter Hall will simultaneously subscribe for its Further Subscription Shares and the Company expects that Further Admission will occur at the latest at 8.00 a.m. on 10 August 2016. This issue of the Further Subscription Shares will generate gross proceeds of £1.25 million for the Company.

Adjourned General Meeting

An Adjourned General Meeting of the Company is being held at 10.00 a.m. on 1 August 2016 at which the Resolutions as summarised in the Circular will be submitted, without amendment, to Shareholders for approval.

Importance of the vote

Your attention is drawn to the fact the Subscription is conditional and dependent on Resolutions 1 and 2 being passed by Shareholders at the Adjourned General Meeting. Shareholders are asked to vote in favour of Resolutions 1 and 2 in order for the Subscription to proceed.

If the Subscription does proceed and all the Subscription Shares are subscribed for, the Board's view is that the Company's available cash reserves will extend into the second quarter of 2017. The Board anticipates obtaining additional funding from Shareholders, including from the exercise of the Warrants, although no legally binding commitments have been received, and will additionally seek investment from other parties.

Shareholders should also be aware that if they do approve the Subscription and all the Subscription Shares are subscribed for but additional financing does not become available to the Company by the end of January 2017, the Company may be forced to cease trading, in which case Shareholders could lose their entire equity investment.

Further, Shareholders should be aware that if they do approve the Subscription but only the Initial Subscription Shares are subscribed for the Board's view is that the Company's available cash reserves will extend until 31 December 2016. The Board anticipates obtaining additional funding from Shareholders, including from the exercise of the Warrants, although no legally binding commitments have been received, and will additional seek investment from other parties. In the event that no further funding or investment is obtained, the Board will need to make a decision about when the Company should cease trading; such decision would need to be made in September 2016.

If Shareholders do not approve the Subscription at the Adjourned General Meeting, the Board considers that the Company would become unable to pay its debts as they fall due and will be forced to cease operating with immediate effect, in which case, Shareholders could lose their entire equity investment.

Action to be taken

Forms of Proxy returned by Shareholders in relation to the General Meeting remain valid for the Adjourned General Meeting.

Therefore, Shareholders who have returned a Form of Proxy and who do not wish to change their proxy instructions in relation to the Resolutions need take no further action.

Should any Shareholder wish to amend his proxy instruction in light of the contents of the Supplementary Circular should return an Updated Form of Proxy to the Registrars or make a CREST Proxy Instruction, in each case so that the Updated Form of Proxy is received by the Registrars or the Company's agent by 10.00 a.m. on 29 July 2016.

Related Party Transactions

The number and percentage of Existing Ordinary Shares currently held and the percentage of the Enlarged Share Capital (as at Initial Admission and as at Further Admission (if it occurs) and, in each case, before the exercise of any Warrants) which will be held by each of the Substantial Shareholders if the Subscription is approved and proceeds are shown in the table below.

The Directors consider, having consulted the Company's nominated adviser, Stifel, that the amended terms on which Asia Pacific, Hunter Hall and Paul Matthews are subscribing for Subscription Shares and are being issued Warrants remain fair and reasonable insofar as the Company's Shareholders are concerned.

Recommendations and irrevocable undertakings

The Board considers that the arrangements described in the Circular, as supplemented by the Supplementary Circular, remain in the best interests of the Company and its Shareholders as a whole and that the terms remain fair and reasonable. Accordingly, the Board unanimously maintains its recommendation that you vote in favour of the Resolutions as they continue to have irrevocably undertaken to do in respect of their own legal and beneficial shareholdings amounting in aggregate to 1,014,584 Existing Ordinary Shares, representing 5.7 per cent. of the Existing Ordinary Shares currently in issue.

DEFINITIONS

The definitions in the Circular and, in addition, the following definitions apply throughout the Supplementary Circular, except where the context otherwise requires: