Oxford Biomedica PLC

AGM Information • May 29, 2019

Company No. 3252665

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

Oxford BioMedica pic

(the "Company")

(passed on 29 May 2019)

At the Annual General Meeting of the Company held at the offices of Covington & Burling LLP at 265 Strand, London, WC2R 1BH on 29 May 2019 at 11:00 a.m. the following resolutions were passed, of which the resolutions numbered 1 to 11 were proposed as ordinary resolutions and resolutions numbered 12 to 14 were proposed as special resolutions.

ORDINARY RESOLUTIONS

• I . To receive and adopt the Company's Annual Report and Accounts (the "Annual Report") for the financial year ended 31 December 2018, the Directors' Report, and the Report of the Independent Auditors on those accounts.
• 1. To receive the Directors' Remuneration Report of the Report of the Independent Auditors on the auditable part of the Remuneration Report (excluding the Directors' Remuneration Policy set out at pages 84 to 89 of the Annual Report) for the financial year ended 31 December 2018.

ﺴﺴ

• To reappoint Dr. Lorenzo Tallarigo as a Director of the Company.
• To reappoint John Dawson as a Director of the Company. 4.
  বাংলাদেশকে বাংলাদেশকে বিশ্ববিদ্যালয়ের প্রতিষ্ঠান করে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে করে পারে
• To reappoint Stuart Paynter as a Director of the Company.
• 1. To reappoint Dr. Andrew Heath as a Director of the Company.
• 1. To reappoint Martin Diggle as a Director of the Company,

EMEA: 1425414-1

• To reappoint Stuart Henderson as a Director of the Company. 8.
• To reappoint Dr. Heather Preston as a Director of the Company. க்
• 1. To reappoint KMPG LLP as auditors of the Company from the conclusion of the meeting until the conclusion of the next AGM of the Company at which accounts are laid and to authorise the Directors to determine their remineration.
• I I . That, in substitution for all existing authorities, the Directors be, and are, hereby A = 2006 (t) = "A =" = " = Act 2006 (the "Act") to exercise all the powers of the Company to:
  • (a) any security into such shares up to an aggregate maximum nominal amount of £11,026,977;
  • (b) up to an aggregate maximum nominal amount of £11,026,977 in connection the and of the in favour of shareholders where such authority to expire at the end of the next AGM of the Company following the passing of this resolution or, if earlier, at the close of business on 29 August 2020 (unless previously revoked or varied by the Company in general meeting) but, (in.nech case, prior to its expiry, revocation or variation the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires, or is otherwise revoked or varied and the Board may allor equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not expired or been revoked or varied.

For the purposes of this Resolution 11 "rights issue" means an offer to:

• ordinary shareholders in proportion (as nearly as may be practicable) to their (i) existing holdings; and
• (ii) or, subject to such rights, as the Directors otherwise consider necessary, o subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

SPECIAL RESOLUTIONS

1. That, subject to the passing of Resolution 11 and in substitution for all existing authorities, the Directors be authorised to allot equity securities (as defined in 5.500 of the Act) for cash under the authority given by Resolution 11 and/ or to sell bronnary

shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

• (a) connection with an offer of, or an invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of Resolution 11, by way of rights issue only):
  • (i) in favour of ordinary shareholders where the equity securities are proportionate (as nearly as practicable) to the respective number of ordinary shares held by such holders; and
  • (ii) securities or, subject to such rights, as the Directors otherwise or most necessary, and so that the Directors may impose any limits or restrictions or make any other arrangements as the Directors mands of necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, or legal or practical problems arising in, or pursuant to, the laws of any territory or the requirements of any regulatory body or stock exchange in any territory, or any other matter; and
• (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate maximum nominal amount of £1,654,046, such authority to expire at the end of the next AGM of the Company following the passing of this resolution or, if earlier, at the close of business on 29 August 2020 (unless previously revoked or article by the Company in general meeting) but, in each case, prior to its expiry, revocation or variation the Company make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires, or is otherwise revoked or varied and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not expired or been revoked or varied.

For the purpose of this Resolution 12, "rights issue" has the same meaning as in Resolution 11 above.

• 1. That, subject to the passing of Resolution 11 and in substitution for all existing authorities, the Directors be authorised in addition to any authority granted under Resolution 12 to allot equity securities (as defined in s.560 of the Act) for cash under the authority given by Resolution 11 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
  2. (a) = limited to the allotment of equity securities or sale of treasury shares up to an aggregate maximum nominal amount of £1,654,046; and
  3. (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the

Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Biner Capital Group price to the detact of tights most recently published by the Pre-Emption Group prior to the date of this Notice, such authority to expire at the end of the next AGM of the Company following the passing of this resolution or, if earlier, at the close of business on 29 August 2020 (unless previously revoked or varied by the Company in general meeting) but, in each case, prior to its expiry, revocation or variation the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires, or is otherwise revoked or varied and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not expired or been revoked or varied.

1. I That, in accordance with the Company's Articles of Association, a general meeting (other than an annual general meeting) may be held on not less than 14 days' notice.

CHAIRMAN

Certified to be a true copy of the original

Covington & Burling

29 Nay Loll