Pre-Annual General Meeting Information • May 5, 2023
Pre-Annual General Meeting Information
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If you are in any doubt as to the action to be taken, please consult an appropriately authorised financial adviser immediately. If you have sold or transferred all of your holding of ordinary shares in Oxford Biomedica plc ("Oxford Biomedica" or the "Company"), you should hand this document to the stockbroker, bank or other agent through or to whom the sale or transfer was effected for transmission to the purchaser or transferee.

Notice of the 2023 Annual General Meeting of the Company to be held at our offices at Windrush Court, Transport Way, Oxford OX4 6LT on 23 June 2023 at 3.00 p.m. is set out on pages 2 to 3 of this document
Further information on the meeting arrangements are set out on page 6.
Shareholders are requested to complete and submit a Form of Proxy by electronic means via Signal Shares (www.signalshares.com) or via the LinkVote+ app or if you are an institutional investor, via Proxymity (https://www.proxymity.io) or via CREST (if your shares are held electronically). You will no longer automatically receive a proxy form, which will help reduce the Company's print and distribution costs along with the impact on the environment. Further details on how to submit your vote can be found in note 5 in the Notes for Shareholders.
| 1. | Letter from the Chair | Page 1 |
|---|---|---|
| 2. | Notice of 2023 Annual General Meeting | Page 2 |
| 3. | Explanation of business to be conducted at the Annual General Meeting | Page 4 |
| 4. | Shareholder guide | Page 6 |
| 5. | Notes for shareholders | Page 7 |
| 6. | Appendix 1: Directors' biographies | Page 9 |
| 7. | Appendix 2: KPMG LLP Statement of Reasons connected with ceasing | |
| to hold office as auditors | Page 10 |

This document comprises the Notice of the 2023 AGM ("Notice") of Oxford Biomedica plc ("Oxford Biomedica" or the "Company"). A copy of the Notice and the Company's Annual report and accounts for the year ended 31 December 2022 can be viewed on our website (www.oxb.com).
The AGM is an important event in the Company's corporate calendar and provides an opportunity for the Company's Directors to engage with shareholders. In line with previous years, we are proposing to hold our 2023 AGM as a combined physical and electronic meeting with the proceedings of the meeting being available via audio.
If you wish to attend the meeting in person, please register your intention to do so as soon as practicable by email to [email protected].
Shareholders will be able to attend the meeting via the online meeting platform, which you can access by logging on to https://web.lumiagm.com. On this website, you can also ask questions and submit your votes during the meeting. A step-by-step guide on how to join the meeting electronically and ask questions and submit your votes can be found on page 6 of this document.
Your vote is important and the Company therefore requests that all of its shareholders (i) appoint the Chair of the meeting as their proxy and (ii) submit their votes via proxy in advance of the meeting, to ensure that their votes are counted. If a shareholder appoints a person other than the Chair of the meeting as their proxy, if for some reason that shareholder or that other proxy are not able to attend the 2023 AGM electronically or in person, that shareholder's votes will not be counted (further details on proxy voting can be found in note 5 in the Notes for Shareholders). Accordingly, those submitting a proxy appointment are strongly encouraged to appoint the Chair of the meeting rather than a named person as their proxy. This will ensure that your vote will be counted.
The Company understands that the AGM also serves as a forum to engage with shareholders and shareholders' views are always very important to us. Therefore, to support engagement, following the conclusion of the 2023 AGM, we will host a presentation via webcast which will be presented by Dr. Frank Mathias and Stuart Paynter, Chief Executive Officer and Chief Financial Officer. Afterwards, Dr. Mathias, Stuart Paynter, the other Directors and I will also answer questions from shareholders. Shareholders are encouraged to submit questions in advance by emailing [email protected] before 2.30 p.m. BST on 23 June 2023. After responding to these pre-submitted questions, shareholders will be able to use the electronic meeting platform to ask further questions or pose questions in person. We may choose to summarise and bundle questions thematically or set further conditions to facilitate the smooth running of the webcast. If you wish to watch or participate in the webcast and subsequent Q&A session electronically, information on how to do that is set out on page 6.
The Resolutions put to you for voting will be generally familiar to you and are further explained in the explanation of business to be conducted at the 2023 AGM on pages 4 to 5. In total, there are nineteen Resolutions to be proposed at the 2023 AGM and the voting results will be notified to the London Stock Exchange as soon as possible following the conclusion of the meeting and posted on the Company's website. All Resolutions will be put to a poll. This will ensure an exact and definitive result.
Your Directors consider each Resolution to be in the best interests of the Company and its shareholders as a whole and unanimously recommend you vote in favour of each of them, as they intend to do in respect of their own beneficial shareholdings.
I would like to thank all shareholders for their ongoing support during 2022.
Yours sincerely
Dr. Roch Doliveux Chair Oxford Biomedica plc
Notice is hereby given that the 2023 Annual General Meeting ("AGM") of Oxford Biomedica plc (the Company") will be held at Windrush Court, Transport Way, Oxford OX4 6LT on 23 June 2023 at 3.00 p.m. to consider, and if thought fit, pass the following Resolutions.
Resolutions 1 to 16 (inclusive) will be proposed as Ordinary Resolutions and therefore each such Resolution must receive over 50% of the votes cast to be passed.
Resolutions 17 to 19 (inclusive) will be proposed as Special Resolutions and therefore each such Resolution must receive at least 75% of the votes cast in order to be passed.
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 23 September 2024 (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.
For the purposes of this Resolution 16 "rights issue" means an offer to:
to 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.
and so that 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, or legal, regulatory 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;
such authority to expire at the end of the next AGM of the Company following the passing of this Resolution 17 or, if earlier, at the close of business on 23 September 2024 (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 Directors 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 17, "rights issue" has the same meaning as in Resolution 16 above.
such authority to expire at the end of the next AGM of the Company following the passing of this Resolution 18 or, if earlier, at the close of business on 23 September 2024 (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 Directors 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.
By order of the Board
Natalie Walter General Counsel and Company Secretary Oxford Biomedica plc
5 May 2023
The notes on the following pages give an explanation of the proposed Resolutions.
Resolutions 1 to 16 (inclusive) are proposed as Ordinary Resolutions. This means that for each of those Resolutions to be passed, more than half of the votes cast (more than 50%) must be in favour of the Resolution. Resolutions 17 to 19 (inclusive) are proposed as Special Resolutions. This means that for each of those Resolutions to be passed, at least three- quarters of the votes cast (at least 75%) must be in favour of the Resolution.
The Directors consider that all the Resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that you vote in favour of all the Resolutions, as they propose to do in respect of their own beneficial holdings of ordinary shares in the issued share capital of the Company
The Company is required to present to the shareholders at the 2023 AGM the audited financial statements of the Company for the financial year ended 31 December 2022. This provides an opportunity to discuss the performance of the Company during the period, its management and its prospects for the future.
A copy of the Annual Report and accounts of the Company for the financial year ended 31 December 2022 is enclosed with this Notice of Meeting, or has been made available to you electronically on the Company's website at www.oxb.com.
Resolution 2 relates to the Company's Directors' Remuneration Report. The Directors' Remuneration Report sets out remuneration arrangements for, and payments made to, Directors in respect of 2022. The remuneration report appears at pages 89 to 114 of the Annual Report and accounts.
This Resolution is an advisory vote and the Directors' entitlements to remuneration are not conditional upon it.
The Articles require that any Director who was appointed after the last AGM or has served for three years, and one third of the other Directors, retire from office by rotation at each AGM. However, to ensure that the Company complies with the revised UK Corporate Governance Code, produced by the Financial Reporting Council in July 2018, all Directors will be subject to annual re-election.
At this year's AGM, Dr. Frank Mathias, who was appointed as Chief Executive Officer and a new Director to the Board in March 2023 and Leone Patterson, who was appointed as a Non-Executive Director to the Board in April 2023 will each stand for appointment by the shareholders for the first time.
Dr. Siyamak Rasty is retiring from the Board and therefore is not standing for re-election at the 2023 AGM.
The performance of all Directors proposed for reappointment has been evaluated by the Chair and the Board and it has been determined that they each perform effectively and show full commitment to their roles on the Board. The Board therefore recommends that you support the appointment of Dr. Mathias and Leone Patterson and the reappointment of each of the retiring Directors who are standing for reappointment.
Biographical details of each of the Directors can be found in Appendix 1 to this Notice.
As required under the Companies Act 2006 ("Act"), Resolution 14 seeks shareholder approval for the appointment of PriceWaterhouseCoopers LLP as the Company's auditor. Having completed a competiive tender process in 2022, the Company's Audit Committee recommended to the Board that PriceWaterhouseCoopers LLP be appointed as the Company's auditor, subject to shareholder approval, in place of KPMG LLP who have completed their audit. KPMG LLP did not praticipate in the tender process. In accordance with the Act, KPMG LLP as the Company's outgoing auditor, is required to provide the Company with a statement of reasons, which outlines the circumstances relevant to it ceasing to hold office as auditor. A copy of KPMG LLP's statement of reasons is contained in Appendix 2 to this Notice.
Resolution 15 proposes that the Audit Committee be authorised for and on behalf of the Board to determine the auditor's remuneration.
Resolution 16 seeks shareholder approval to renew the Directors' authority to allot shares.
Under section 551 of the Act, the Directors cannot allot shares in the Company unless they are authorised to do so by the Company in general meeting. Resolution 16 is proposed as an Ordinary Resolution to seek a new authority, which will replace any existing authorities granted prior to the 2023 AGM. It is proposed that the Directors be authorised to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company, subject to the normal pre-emption rights reserved to shareholders contained in the Act, up to an aggregate maximum nominal amount of £16,076,815, representing approximately one-third of the issued share capital of the Company as at 2 May 2023, being the last practicable date before the publication of this Notice.
In line with The Investment Association ("IA") guidelines, the authority will also permit the Directors to allot an additional one third of the Company's issued share capital provided such shares are reserved for a fully preemptive rights issue. Resolution 16 reflects the IA's recommendations.
If the Directors wish to use the authority conferred in Resolution 16 to allot shares for cash, section 561(1) of the Act requires that the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. The shareholders' entitlement to be offered the new shares is known as a "pre-emption right". However, for legal, regulatory and practical reasons, it might not be possible for new shares allotted by means of a rights issue to be issued to certain shareholders, particularly those resident overseas. Further, it might, in some circumstances, be in the Company's interests for the Directors to be able to allot some shares for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders must first waive these pre-emption rights.
Resolutions 17 and 18 are proposed as Special Resolutions to seek new authorities, which will replace existing authorities granted prior to the 2023 AGM. If granted, the authorities set out in Resolutions 17 and 18 will enable the Directors to allot new shares without first offering them to existing shareholders in proportion to their existing holdings and without further reference to shareholders.
In November 2022, the Pre-Emption Group revised their Statement of Principles ("Revised Statement of Principles") to allow companies to seek authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of the Company's issued share cpaital for use on an unrestricted basis (plus an additional authority of up to 2% of the Company's issued share capital (excluding treasury shares) which may be sought solely for the purpose of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Revised Statement of Principles); and (ii) an additional authority up to a further 10% of the Company's issued share capital for use in connection with an acquisition of specified capital investment announced contemporaneously with the issue, or that has taken place in the 12-month period preceeding the announcment of the issue (plus an additional authority of up to 2% of the Company's issued share capital (excluding treasury shares) which may be sought solely for the purpose of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Revised Statement of Principles).
The Board, having considered the Revised Statement of Principles, has concluded that it would be in the best interest of the Company's shareholders to seek approval under the new regime. Accordingly, Resolutions 17 and 18 apply the increased limits of 10% of the Company's issued share capital (plus a further 2% of the Company's issued share capital to be used only for the purposes of making a follow-on offer) set out in the Revised Statement of Principles, and the Directors confirm their intention to adhere to the provisions in the Revised Statement of Principles (including the conditions specified in Part 2B of the Revised Statement of Principles).
Resolution 17 seeks the disapplication of pre-emption rights as follows:
Resolution 18 seeks the further disapplication of pre-emption rights as follows:
It is the Company's intention that such authority would only be used in connection with an acquisition or a specified capital investment which the Company would announce at the same time as it announces the issue of shares in reliance on such authority, or which has taken place in the preceding 12 month period and is disclosed in the announcement of the issue of the shares.
However, the interests of existing shareholders are protected in that their proportionate interests in the Company cannot be reduced by more than 10% per cent through the issue of new shares for cash and cannot be reduced by more than a further 10% through the issue of new shares for cash in connection with an acquisition or a specified capital investment, plus a further 4% of the Company's issued share capital (excluding treasury shares) pursuant to follow-on offers of the kind contemplated by paragraph 3 of Section 2B of the Revised Statement of Principles. The Directors confirm that the authority granted by Resolution 18 will only be used in accordance with the Revised Statement of Principles.
The proposed authorities, if granted, will expire at the conclusion of the 2024 AGM or, if earlier, fifteen months from the date of the passing of the Resolutions. It is the Directors' intention to renew these authorities annually.
Resolution 19 is proposed to approve the holding of general meetings, other than AGMs, on 14 clear days' notice in accordance with the Companies (Shareholder Rights) Regulations 2009 (the "Regulations"). The authority will be effective until the 2024 AGM, when it is intended that the approval be renewed again. The Company will also need to meet the requirements for electronic voting under the Regulations before it can call a general meeting on 14 clear days' notice. If passed, this Resolution will enable the Company to retain maximum flexibility to seek shareholder approval for any future change or transaction more quickly, where it is thought by the Directors to be an advantage to the shareholders as a whole to do so.
You will no longer automatically receive a proxy form which will help reduce the Company's print and distribution costs along with the impact on the environment, however you are encouraged to submit your vote electronically via Signal Shares (www.signalshares.com) or via the LinkVote+ app or if you are an institutional investor, via Proxymity (https://www.proxymity.io) or via CREST (if your shares are held electronically). Proxy forms are available upon request from the Company's Registrar, Link Group (further details on how to submit your vote can be found in note 5 of the Notes for shareholders). Shareholders are advised to submit a proxy instruction in accordance with the instructions so as to ensure it arrives at the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL or to submit a proxy vote electronically via www.signalshares.com, or the LinkVote+ app or if you are an institutional investor, via Proxymity (https://www.proxymity.io) (see note 5 of the Notes for Shareholders), as soon as possible, but in any event no later than 3.00 p.m. on 21 June 2023. The return of a Proxy form or the electronic appointment of a proxy does not preclude you from attending and voting at the 2023 AGM if you so wish. However, for the reasons given in the letter from the Chair that accompanies this Notice, shareholders are encouraged to attend the 2023 AGM virtually, via electronic means.
The Directors consider that the Resolutions to be proposed at the 2023 AGM are in the best interests of the Company and its shareholders, and they recommend shareholders to vote in favour of the Resolutions.
Shareholders can participate in the 2023 AGM electronically, should they wish to do so. This can be done by accessing the meeting website: https:// web.lumiagm.com
Lumi is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC, tablet or smartphone device.
On accessing the meeting website, you will be asked to enter the Meeting ID above.
You will then be prompted to enter your unique 11 digit Investor Code (IVC) including any leading zeros, and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.
Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, our Registrars, by calling +44 (0) 371 277 1020*
Access to the meeting will be available from 3:00 pm on 23 June 2023; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

The meeting will be broadcast in audio format. Once logged in, and at the commencement of the meeting, you will be able to listen to and watch the proceedings of the meeting on your device.

Once the Chair has formally opened the meeting, the voting procedure will be explained. Once voting has opened, the voting icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed.
Select the option that corresponds with how you wish to vote. Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice. If you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.

hareholders are encouraged to ask questions in advance by emailing [email protected] before 2.30 p.m. BST on 23 June 2023 and these will be addressed in the Q&A session during the webcast made available at 3:00 p.m. BST on 23 June 2023, which will follow the conclusion of (but does not form part of) the 2023 AGM.
Shareholders attending electronically may ask questions on the day through the Lumi platform, by typing and submitting their question in writing via the Lumi messaging function or verbally via the teleconference. To submit your question in writing select the messaging icon from within the navigation bar and type your question at the top of the screen, then click on the arrow icon to the right of the text box.
Details of how to access the teleconference will be provided on the day of the 2023 AGM once you are logged into the Lumi platform.
An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
If you wish to appoint a proxy other than the Chair of the meeting and for them to attend the virtual meeting on your behalf, please submit your proxy appointment in the usual way before contacting Link Group on +44 (0) 371 277 1020* in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non- business days) before the meeting.
If your shares are held within a nominee and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Group, our registrar, as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting.
* Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.
Shareholders not attending in person will be able to attend the meeting via the online meeting platform. (A step-by-step guide on how to access the online meeting platform can be found on page 6 of this document.) To ensure their votes are counted, the Company strongly encourages all shareholders to submit a proxy vote in advance of the meeting, appointing the Chair of the meeting as their proxy rather than a named person. If a named person is appointed, and for some reason that shareholder or that other proxy are not able to attend the 2023 AGM electronically or in person, that shareholder's votes will not be counted. These notes to the notice of meeting should be read in this context.

If you need help with voting online, or require a paper proxy form, please contact the Company's Registrar, Link Group, by email at [email protected]., or by phone on 0371 664 0391 if calling from the United Kingdom, or +44 (0) 371 664 0391 if calling from outside of the United Kingdom. Calls will be charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The lines are open between 9.00 a.m.–5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
In order for a proxy appointment to be valid a proxy instruction must be completed. In each case the proxy instruction must be received by Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by 3:00 p.m. on 21 June 2023. Shareholders who intend to appoint more than one proxy can obtain additional forms of proxy from Link Group.
To register your vote electronically via Signal Shares (www. signalshares.com), select "Register an Account" then enter your surname, Investor Code, Postcode and an email address. Create a password and click "Register" to proceed. You will be able to vote immediately by selecting "Proxy Voting" from the menu. You can find your Investor Code ("IVC") on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, the Company's registrar, by calling +44 (0) 371 277 1020. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited ("EUI") specification and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Registrar (ID RA10) by 3.00 p.m. 21 June 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that EUI does not make available special procedures in CREST 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 members concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and where applicable, their CREST sponsors or voting service providers are referred, in particular, 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 Regulations 2001.
Such requests should be sent to the Company at Windrush Court, Transport Way, Oxford, OX4 6LT or may be faxed to 01865 783001 or emailed to [email protected]. The Company may not require the shareholders requesting such website publication to pay its expenses in complying with the section. Where the Company is required to place a statement on a website, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at this AGM includes any statement that the Company has been required to publish on a website.
Dr. Roch Doliveux was appointed to the Board as Non-Executive Chair in June 2020. Dr. Doliveux also became Interim Chief Executive Officer from January 2022 until March 2023, following the Company's announcement of John Dawson's intention to retire as Chief Executive Officer and the acquisition of the AAV business in the US.
Dr. Doliveux is currently Chair of the Board of Directors at Pierre Fabre S.A. and Vice Chair of Pierre Fabre Participations. He was previously the Chief Executive Officer of UCB S.A. for ten years during which time he transformed the company from a diversified chemical group into a global biopharmaceutical leader. He was a member of the Board of UCB from 2002 – 2015 and from 2017 – 2021. In addition, Dr. Doliveux was a member of the Board of Stryker from 2010 – 2020 and Chair of the Compensation Committee from 2016 – 2020. He also chaired the Board of Vlerick Business School from 2013 – 2017, the Board of IMI, the largest healthcare publicprivate partnership in the world from 2012 – 2015 and GLG Institute from 2016 – 2022 Dr. Doliveux is a Veterinary Surgeon by training and has an MBA from INSEAD.
Dr. Frank Mathias joined Oxford Biomedica's Board in March 2023.
Dr. Mathias was previously the CEO of Rentschler Biopharma SE, which he successfully developed into a leading global, full-service CDMO. Prior to this, Dr. Mathias was CEO of Medigene AG, a publicly listed immuno-oncology company focusing on the development of T-cell-based cancer therapies. Over the course of his 30-year career, Dr. Mathias has also served in senior roles at leading global pharmaceutical companies including Amgen, Servier and Hoechst AG, and in 2019 was awarded the title of "EY Entrepreneur of the Year" in Germany. Dr. Mathias is a pharmacist by training and completed his Doctorate in Pharmacy at Paris VI University.
Dr. Heather Preston was appointed to the Board as a Non-Executive Director in March 2018 and was appointed Chair of the Remuneration Committee in June 2020.
Dr. Preston is a Senior Advisor to TPG Biotech. She has over 30 years of experience in healthcare, as a scientist, physician and management consultant and she has been an investor in life sciences and biotechnology for the last 20 years. Dr. Preston holds a degree in Medicine from the University of Oxford.
Robert Ghenchev was appointed to the Board as a Non-Executive Director in June 2019.
Mr Ghenchev is currently Head of Growth Equity at Novo Holdings. Prior to joining Novo Holdings, he was an investment banker at Moelis & Company and Deutsche Bank in London. Mr Ghenchev has deep corporate finance experience advising life science companies on a wide range of issues. He holds a J.Hons. B.A. degree in Finance and Economics from McGill University and a M.Sc. degree in Financial Economics from the University of Oxford.
Catherine Moukheibir was appointed to the Board as a Non-Executive Director in December 2021.
Over the course of her career Ms Moukheibir has served in senior executive roles and board positions including at Kymab Limited, Innate Pharma S.A, Ablynx N.V, Genkyotex S.A, MedDay Pharmaceuticals, Zealand Pharma A/S, Zeltia S.A., and Creabilis. Prior to that, she was the CFO of Movetis N.V, overseeing the company's IPO on Euronext and subsequent sale to Shire Pharmaceuticals. She started her career in investment banking and capital markets working in the US and London. Ms Moukheibir holds an MBA and a Masters in Economics from Yale University. Ms Moukheibir has extensive international experience in finance, capital markets and life sciences and is currently serving as a Non-Executive board member with various companies, both listed (Biotalys, Ironwood Pharmaceuticals, Inc and MoonLake Therapeutics), and privately owned (CMR Surgical Limited, Asceneuron SA. DNA Script and Noema Pharma).
Leone Patterson was appointed to Oxford Biomedica's Board as an Independent Non-Executive Director in April 2023.
Ms Patterson has more than 20 years of public company biotech experience including in the cell and gene therapy industry and has managed significant growth within international commercial companies working across areas including strategy, finance, operations and governance. She is currently the Chief Financial and Business Officer at Tenaya Therapeutics, a clinical-stage company with a mission to discover, develop, and deliver potentially curative therapies, including gene therapy, for heart disease. She is also a Board member at Nkarta, Inc., a clinical-stage cell therapy company. Over the course of her career, Ms Patterson has held leadership roles at Adverum Biotechnologies, Diadexus Inc., and Transcept Pharmaceuticals and, earlier in her career, worked within Novartis, Chiron and KPMG. She holds a B.S. in business administration and accounting from Chapman University, an executive M.B.A. from St. Mary's College and is a Certified Public Accountant (inactive).
Stuart Henderson was appointed to the Board as a Non-Executive Director and Chair of the Audit Committee in June 2016. He became Deputy Chair and Senior Independent Director in June 2020. In March 2023, Mr Henderson became Vice Chair when the role of Deputy Chair and Senior Independent Director was divided into two roles. Mr Henderson is also the designated Director by the Board to oversee engagement between the Board and the workforce.
Mr Henderson was previously a partner at Deloitte, where he was Head of European Healthcare and Life Sciences. Prior to this he was a Partner at Arthur Andersen. Mr Henderson has extensive audit and transaction experience and has worked with life sciences businesses for over 35 years. Mr Henderson is a former Director of the Babraham Institute, Biocity Group Limited, Norwich Research Partners LLP and OneNucleus (the Life Sciences trade body for Cambridge and London), and a former Non-Executive Director of Cell Therapy Catapult Limited.
Stuart Paynter joined the Board as Chief Financial Officer in August 2017.
Mr Paynter has 22 years' experience in the pharmaceutical and healthcare sectors. He qualified as a chartered accountant with Haines Watts before moving to EDS. Mr Paynter subsequently joined Steris, and worked in a variety of roles within the healthcare and life sciences divisions prior to becoming the European Finance Director. Mr Paynter then moved to Shire Pharmaceuticals where he became the Senior Director of Finance Business Partnering for all business outside of the US, transitioning to a corporate finance role before becoming the Global Head of Internal Audit. Prior to joining Oxford Biomedica Mr Paynter was Head of Finance Business Partnering at De La Rue plc. He is a member of the Institute of Chartered Accountants in England and Wales.
Professor Dame Kay Davies was appointed to the Board as a Non-Executive Director in March 2021. In March 2023, Professor Davies became Senior Independent Director when the role of Deputy Chair and Senior Independent Director was divided into two roles.
Professor Davies is a world-leading human geneticist with a research focus on the molecular analysis of neuromuscular and neurological disease. She is currently Professor of Anatomy Emeritus and Co- Director of MDUK Oxford Neuromuscular Centre at the University of Oxford. She was co-founder of Summit Therapeutics Plc, a spinout from her research activities. Professor Davies also sits on the Board of UCB S.A. and was appointed a governor of the Welcome Trust in 2008, serving as Deputy Chair between 2013 and 2017. Professor Davies has a BA in Chemistry and a D.Phil. in Biochemistry from the University of Oxford.
Dr. Hayden was appointed to the Board as a Non-Executive Director in July 2021.
He was previously the President of Global R&D and Chief Scientific Officer at Teva Pharmaceuticals Industries Ltd. and has co-founded five biotechnology companies: Prilenia Therapeutics B.V., NeuroVir Therapeutics Inc., Xenon Pharmaceuticals Inc., Aspreva Pharmaceuticals Corp and 89bio, Inc. He currently serves as CEO of Prilenia Therapeutics and represents private and public (Ionis Pharmaceuticals Inc., AbCellera Biologics Inc. and 89Bio Inc.) companies at board level. Dr. Hayden has focused his research primarily on translational medicine, including genetics of diabetes, lipoprotein disorders, Huntington's disease, predictive and personalised medicine, and drug development, and has authored approximately 900 peer-reviewed publications and invited submissions.
Namrata Patel was appointed to Oxford Biomedica's Board as an Independent Non-Executive Director in April 2022.
Ms Patel has extensive international experience in manufacturing and end to end Supply Chain management, as well as experience in the commercialised regulated industry. She has held positions of increasing seniority in major blue chip companies including Coca Cola, W H Smith Office Supplies, Gillette, and currently leads the Global Beauty Sector Supply Chain in Procter & Gamble, playing a key role in delivering their 2040 Sustainability Ambition Goals. She holds a Masters in Logistics and Management from the Cranfield School of Management, and a BA Hons in Public Administration from the University of South Wales, Mid Glamorgan.

Private & confidential Oxford Biomedica Plc Windrush Court Transport Way OXFORD OX4 6LT
27 April 2023
Dear Sir/Madam,
Yours faithfully,
KPMG LLP
Audit registration address: 15 Canada Square
United Kingdom
15 Canada Square
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Contact William Smith
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Private & confidential Oxford Biomedica Plc Windrush Court Transport Way OXFORD OX4 6LT
Our ref AR-1712 Statement to Oxford Biomedica Plc (no. 03252665) on ceasing to hold office as
Contact William Smith [email protected]
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27 April 2023 auditors pursuant to section 519 of the Companies Act 2006 The reason connected with our ceasing to hold office is following a commercial
Dear Sir/Madam, the Group, and that KPMG would not participate in the audit tender.
decision based on discussions with the company where it was mutually agreed that they would explore different and fresh perspectives on the conduct of the audit of
The reason connected with our ceasing to hold office is following a commercial decision based on discussions with the company where it was mutually agreed that they would explore different and fresh perspectives on the conduct of the audit of the Group, and that KPMG would not participate in the audit tender. Audit registration number: 9188307
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Registered in England No OC301540 Registered office: 15 Canada Square, London, E14 5GL For full details of our professional regulation please refer to 'Regulatory information' under 'About' at www.kpmg.com/uk
KPMG LLP, a UK limited liability partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by
Reference - AR-1712 Document Classification - KPMG Highly Confidential

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