A New Era in Oncology Notice of 2026 Annual General Meeting Monday, 8th June 2026 at 11.00am Venue: Lochside House 3 Lochside Way Edinburgh EH12 9DT U.K. NuCana plc 77-78 Cannon Street, London, England, EC4N 6AF Company

A New Era in Oncology Notice of 2026 Annual General Meeting Monday, 8th June 2026 at 11.00am Venue: Lochside House 3 Lochside Way

Edinburgh EH12 9DT U.K.

77-78 Cannon Street, London, England, EC4N 6AF

Company number: 03308778

NOTICE OF 2026 ANNUAL GENERAL MEETING

NOTICE is hereby given that the 2026 annual general meeting of NuCana plc (the "Company") will be held on 8 June 2026 at 11.00am at

Lochside House, 3 Lochside Way, Edinburgh EH12 9DT, UK for transaction of the following business:

Ordinary Resolutions

To consider and, if thought fit, pass the following resolutions (1 to 10 inclusive), which will be proposed as ordinary resolutions:

To consider and, if thought fit, pass

the following resolution 11, which will be proposed as a special resolution:

The directors of the

Company consider that all the proposals to be considered at the annual general meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. It is essential that the

proposed resolutions are passed. Failure to do so would severly compromise the Company's ability to finance its plans on a continuing basis. The directors unanimously recommend that you vote in favour of all the proposed resolutions

as they intend to do in respect of their own beneficial holdings.

YOUR VOTE IS IMPORTANT. Members will be able to attend the AGM in person however you are strongly encouraged to vote on all

resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. Further details on how shareholders can appoint the Chair of the meeting as their proxy are set out in this document.

The following notes explain your general rights as

a member and your right to attend and vote at the annual general meeting or to appoint someone else to vote on your behalf.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make

available special procedures for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the

CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted

by any particular time. Reference should be made to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities

EXPLANATORY NOTES TO THE RESOLUTIONS PROPOSED AT THE ANNUAL GENERAL MEETING

The resolutions to be proposed at the AGM of the Company to be held on 8 June 2026 at 11.00am are set out in this Notice of AGM. The following

notes provide an explanation to the resolutions being put to shareholders.

Ordinary Resolutions

Resolutions 1 to 10 are proposed as ordinary resolutions. Assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is

approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. On a poll, an ordinary resolution is passed if it is approved by holders representing a simple

majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

Resolutions 1- 2 Re-election of directors

Under the Company's Articles of

Association there are three classes of board members (Class I, Class II and Class III) with each class having a specified term of office. The Company's Articles of Association require the Class I directors to retire from office

this year. Hugh Stephen Griffith currently serves as a Class I director. Hugh Stephen Griffith is retiring and (being eligible) is standing for re-election as a Class I director at the AGM. Andrew

Martin Kay currently serves as a Class I director. Andrew Martin Kay is retiring and (being eligible) is standing for re-election as a Class I director at the AGM. Biographical information for each

director standing for re-election is included on page 10 of this Notice. THE BOARD RECOMMENDS A VOTE FOR THE RE-ELECTION OF EACH OF HUGH STEPHEN GRIFFITH AND

ANDREW MARTIN KAY TO THE BOARD OF DIRECTORS.

Resolution 3 - Re-appointment of auditors

The Act requires that auditors be appointed at each general meeting, at which accounts are laid, to hold office until the next AGM. The appointment of

Ernst & Young LLP as auditors of the Company terminates at the conclusion of the AGM. They have indicated their willingness to stand for reappointment as auditors of the Company until the conclusion of the AGM in 2027.

The Audit Committee has assessed the effectiveness, independence and objectivity of the auditors, Ernst & Young LLP, and concluded that the auditors

were in all respects effective.

THE BOARD RECOMMENDS A VOTE FOR THE RE-APPOINTMENT OF ERNST &

YOUNG LLP AS AUDITORS.

Resolution 4 - Authorising and fixing the remuneration of the auditors

This resolution gives authority to the directors to determine the auditors' remuneration.

It is normal practice for shareholders to resolve at the AGM that the directors shall decide on the level of remuneration of the auditors for the audit work

to be carried out by them in the next financial year. The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the next audited accounts of the Company.

THE BOARD RECOMMENDS A VOTE FOR THE AUTHORISATION OF THE DIRECTORS TO DETERMINE THE AUDITORS' REMUNERATION.

Resolution 5 - Laying of accounts

are required to present to shareholders at the AGM, the annual accounts of the Company for the year ended 31 December 2025, the Strategic Report, the Directors' Report and the Auditors' Report on the accounts.

THE BOARD RECOMMENDS A VOTE FOR THE RESOLUTION TO RECEIVE THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED

31 DECEMBER 2025, THE STRATEGIC REPORT, THE DIRECTORS' REPORT AND THE AUDITORS' REPORT ON THE ACCOUNTS.

Resolution 6 - Directors' Remuneration Report

Shareholders are invited to cast their vote on the Directors' Remuneration Report, in accordance with Section 439 of the Act. The Directors'

Remuneration Report is set out on pages 19 to 32 of the Company's annual accounts and reports for the year ended 31 December 2025. The vote is advisory in nature and therefore no entitlement to remuneration is conditional on the

passing of this resolution.

THE BOARD RECOMMENDS A VOTE FOR THE RESOLUTION TO RECEIVE AND APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE

FINANCIAL YEAR ENDED 31 DECEMBER 2025.

Resolution 7 - Directors' Remuneration Policy

In accordance with the requirements of the Act, as a company registered in England and Wales and listed on Nasdaq, the Company is required to establish a

Directors' Remuneration Policy containing a framework of limits within which the remuneration committee are authorised by shareholders to operate. This Remuneration Policy has to be annually disclosed within the Remuneration Report contained

within the Company's annual report, and this policy is required to be approved by shareholders at least every three years, by the passing of an ordinary resolution at the AGM.

Shareholders are asked to approve the Directors' Remuneration Policy which is set out in full on pages

27 to 31 of the Directors' Remuneration Report. The vote on the Directors' Remuneration Policy is binding in that, once the policy is approved, the Company will not be able to make a remuneration payment to a current or prospective

director or a payment for loss of office to a current or past director, unless that payment is consistent with the policy or has been specifically approved by a resolution of the Company's shareholders. If resolution 7 is passed, the

Directors' Remuneration Policy will take effect immediately.

THE BOARD RECOMMENDS A VOTE FOR THE RESOLUTION TO RECEIVE AND APPROVE THE

DIRECTORS' REMUNERATION POLICY.

Background to Resolutions 8 - 9

The Company issues ordinary shares which currently have a nominal value of 0.0004 each. Under U.K. company law the Company is prohibited from

issuing ordinary shares at a price which is less than this nominal value.

Each of the Company's ADSs in issue represents 5,000 ordinary shares of

0.0004 each so this sets a minimum price of 2 at which each new ADS must be issued (given that the nominal value for 5,000 newly issued ordinary shares represented by each ADS must be paid under U.K. company law). The Company's

ADSs are currently trading at a price beneath this minimum price which means that the Company is currently unable to issue new ordinary shares/ADSs at market value.

Resolution 9, the Sub-Division, is the Company's proposal to address this issue. Resolution 8 is necessary to

facilitate the Sub-Division.

Capital Reorganisation by way of

Sub-Division of shares is a process by which a limited

company having a share capital changes the structure of that share capital by increasing the number of shares it has in issue and decreasing the nominal value of each of those shares. On a Sub-Division, the

total nominal value of the Company's issued share capital remains unchanged.

The Company currently has:-

The Existing Deferred Shares have no dividend or voting rights and, upon a return of capital, the right only to

receive the amount paid up thereon after the holders of the Existing Ordinary Shares in the capital of the Company have received the amounts entitled to be paid to holders of Existing Ordinary Shares in the share capital of the Company and the

further payment of 10,000,000.00 in respect of each Existing Ordinary Share.

It is proposed by Resolution 8 that all the Existing Deferred Shares

in issue be each subdivided into 100 deferred shares of 0.000004 each ("the Deferred Shares") so the class of Deferred Share has that new nominal value prior to the Sub-Division

proposed by Resolution 9.

Subject to the passing to Resolution 8, the Board proposes by Resolution 9 to carry out a subdivision and redesignation of the

Existing Ordinary Shares by 1:100 so that each Existing Ordinary Share will be subdivided into and redesignated as 1 new ordinary share of 0.000004 each ("the New Ordinary Shares") and 99 Deferred Shares of 0.000004

each ("the Capital Reorganisation").

No share certificates will be issued in respect of the Deferred Shares created by Resolution 9

and the CREST accounts of holders of New Ordinary Shares will not be credited with any Deferred Shares.

This will increase the number of shares in issue

to 20,809,854,947 New Ordinary Shares and 3,564,222,220,053 Deferred Shares with the nominal value of each share being 0.000004.

New Ordinary Shares and the Deferred Shares are set out in the Company's Articles of Association and in the case of the Deferred Shares summarised as follows. The Deferred Shares have no dividend or voting rights and, upon a return of capital,

the right only to receive the amount paid up thereon after the holders of the New Ordinary Shares in the capital of the Company have received the amounts entitled to be paid to holders of New Ordinary Shares in the share capital of the Company and

the further payment of 10,000,000.00 in respect of each New Ordinary Share.