Iconic Labs Regulatory News (ICON)

V2 YJ [04.08.23]

04 August 2023

Iconic Labs PLC

("Iconic" or the "Company")

Notice of AGM and Proposed Share Consolidation

Iconic Labs PLC (LSE: ICON) announces that its Annual General Meeting ('AGM') will be held on Friday, 25 August 2023 at 3.00 p.m. at the offices of RWK Goodman, 69 Carter Lane, London, EC4V 5EQ.

The Notice of AGM has been posted to Shareholders and will be available to view shortly on the Company's website at: https://www.iconiclabs.co.uk/documents/.

 Introduction

The Board proposes to consolidate the Company's share capital with the aim of improving the marketability of the ordinary shares.

The purpose of this document is to provide you with details of the Share Consolidation to be proposed to Shareholders at the forthcoming Annual General Meeting.

Background to and reasons for the Share Consolidation

As at the date of this document, the Company has 46,306,916,660 Existing Ordinary Shares in issue. The primary objective of the consolidation is to reduce the number of ordinary shares, with the intention of creating a higher share price per ordinary share in the capital of the Company, which the Board believes will make the Company and the ordinary shares more attractive to a broader range of investors.

It is therefore proposed that the 46,306,916,660 Existing Ordinary Shares of £0.00001 each are consolidated on a 10,000 for 1 basis, such that every 10,000 Existing Ordinary Shares are consolidated into 1 ordinary share of £0.1 in nominal value. It is intended that additional New Ordinary Shares will be allotted, following the AGM so that the total number of Existing Ordinary Shares is exactly divisible by 10,000 for the share consolidation. Assuming a share capital of 46,306,916,660 Existing Ordinary Shares immediately prior to the Record Date, following completion of the Share Consolidation, the Company will have 4,630,692 New Ordinary Shares in issue.

Application will be made in accordance with the Main Market Rules for the New Ordinary Shares arising from the Share Consolidation to be admitted to trading on the Main Market, subject to Shareholders passing Resolution 9 at the Annual General Meeting. It is expected that if such Resolution is passed, Admission in respect of such New Ordinary Shares will become effective and that dealings in those New Ordinary Shares will commence on 28 August 2023.

No Shareholder will be entitled to a fraction of a New Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of New Ordinary Shares. Remaining fractional entitlements to New Ordinary Shares will be aggregated and sold on behalf, and for the benefit of, the Company. If a Shareholder holds fewer than 10,000 Existing Ordinary Shares at the Record Date, then the rounding down process will result in that Shareholder being entitled to zero New Ordinary Shares and as a result of the Share Consolidation they will cease to hold any Ordinary Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

- Ends -

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