Notice of AGM Proposed new 2022 Long Term Incentive Plan

Notice of AGM

Proposed new 2022 Long Term Incentive Plan

LONDON, U.K AND DALLAS, TX, U.S. Spectral MD Holdings, Ltd. (AIM: SMD), a predictive analytics company with proprietary AI and optical technology for faster and more accurate treatment decisions in wound care, announces that the Notice of Annual General Meeting (“AGM”) and Form of Proxy will shortly be available on the investors section of the Company’s website here, and have been posted to shareholders who have opted out of electronic communications.

Notice of AGM and Investor presentation

The Company's AGM will take place at 9.30 am (CT) and 3.30 pm (BST) on 27 September 2022 and will be held as a hybrid meeting electronically, via the Investor Meet Company platform ("IMC") and physically, at the Company’s corporate headquarters located at 2515 McKinney Avenue, Suite 1000, Dallas, TX 75201.

Any shareholder wishing to attend in person must register in advance by contacting the Company at spectralMD@walbrookpr.com.

The Company's CEO, Wensheng Fan, and CFO, Nils Windler, will also provide shareholders with a short presentation after the formal business of the AGM concludes and there will be an opportunity for investors to ask questions. Investors can sign up to IMC for free and add to meet Spectral MD via:

https://www.investormeetcompany.com/spectral-md-holdings-ltd/register-investor

Shareholders taking part via the IMC platform will not be able to speak or vote on the AGM resolutions. Shareholders are therefore strongly encouraged to exercise their voting rights by completing and submitting a Form of Proxy. It is highly recommended that Shareholders submit their Form of Proxy as early as possible to ensure that their votes are counted at the AGM.

Proposed 2022 Long Term Incentive Plan

A resolution will be proposed at the AGM seeking approval of the Company’s new 2022 Long-Term Inventive Plan (the “2022 LTIP”). The 2022 LTIP is being proposed upon the recommendation of the Company's Remuneration Committee and has been designed to incentivise the Company's Executive Directors, certain other Directors and other persons who provide services to the Company (the “Participants”).

Pursuant to the terms of the 2022 LTIP, the maximum aggregate number of shares that may be issued to Participants under the 2022 LTIP is 20,000,000. Furthermore, options granted pursuant to the 2022 LTIP shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Remuneration Committee or any other committee or subcommittee of the Board duly appointed to administer the 2022 LTIP.

The 2022 LTIP is disclosed in full as Exhibit B of the Notice of AGM.

Related Party Transaction

The implementation of the 2022 LTIP (subject to the passing of the resolution at the Company’s AGM) will constitute a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Gerry Beaney, an Independent Non-Executive Director of the Company, who will not participate in any awards under the 2022 LTIP and is therefore an independent director for these purposes, having consulted with the Company's Nominated Adviser, considers the terms of the 2022 LTIP to be fair and reasonable insofar as Spectral MD’s shareholders are concerned.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.