Oxford Biomedica PLC

AGM Information • Jun 23, 2023

Company No. 3252665

Oxford Biomedica plc (the "Company")

Minutes of the Annual General Meeting of the Company (the "Meeting") held at the offices of the Company, Windrush Court, Transport Way, Oxford OX4 6LT on 23 June 2023 at 3.00 p.m.

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BOARD MEMBERS PRESENT: Roch Doliveux (Chair) (remote attendance)

Frank Mathias (in person) Kay Davies (in person) Stuart Paynter (in person) Stuart Henderson (in person) Heather Preston (remote attendance) Michael Hayden (remote attendance) Catherine Moukheibir (remote attendance) Robert Ghenchev (remote attendance) Namrata Patel (remote attendance) Leone Patterson (remote attendance) MEMBERS PRESENT: List attached

1. CHAIRMAN, QUORUM AND NOTICE

• 1.1 Roch Doliveux took the Chair (the "Chairman").
• 1.2 The Chairman declared that notice convening the Annual General Meeting (the "Notice") had been given to eligible members and had been in the hands of the members for the requisite period. The Chairman declared that a quorum was present

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and accordingly the Meeting was duly convened. It was unanimously agreed that the Notice should be taken as read.

2. ANNOUNCEMENTS

• 2.1 The Chairman noted that the Company had taken steps to ensure that the Meeting is quorate.
• 2.2 The Chairman reminded the Meeting that the Board and the Chairman of the Meeting may implement such arrangements as the Board or the Chairman thought appropriate to ensure that the Meeting was orderly and safe.

3. RESOLUTIONS

• 3.1 The Chairman proposed resolution 1 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.2 The Chairman proposed resolution 2 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.3 The Chairman proposed resolution 3 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.4 The Chairman proposed resolution 4 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.5 The Chairman proposed resolution 5 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.6 The Chairman proposed resolution 6 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.7 The Chairman proposed resolution 7 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.8 The Chairman proposed resolution 8 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.9 The Chairman proposed resolution 9 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.10 The Chairman proposed resolution 10 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.11 The Chairman proposed resolution 11 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.12 The Chairman proposed resolution 12 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.13 The Chairman proposed resolution 13 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.14 The Chairman proposed resolution 14 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.15 The Chairman proposed resolution 15 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.16 The Chairman proposed resolution 16 set out in the Notice as an ordinary resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.17 The Chairman proposed resolution 17 set out in the Notice as a special resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.18 The Chairman proposed resolution 18 set out in the Notice as a special resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.
• 3.19 The Chairman proposed resolution 19 set out in the Notice as a special resolution. The resolution was put to the Meeting and carried by the requisite majority on a poll.

4. CLOSE OF MEETING

There being no further business the Meeting then closed.

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Chairman

Company No. 3252665

THE COMPANIES ACT 2006

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COMPANY LIMITED BY SHARES

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RESOLUTIONS

of

Oxford Biomedica plc

(the "Company")

(passed on 23 June 2023)

At the Annual General ("AGM") Meeting of the Company held at the offices of the Company, Windrush Court, Transport Way, Oxford OX4 6LT on 23 June 2023 at 3.00 p.m. the following resolutions were passed, of which the resolutions numbered 1 to 16 were proposed as ordinary resolutions and resolutions numbered 17 to 19 were proposed as special resolutions.

ORDINARY RESOLUTIONS

• 1. To receive and adopt the Company's Annual report and Accounts (the "Annual report") for the financial year ended 31 December 2022, the Directors' report, and the report of the Independent Auditors on those accounts.
• 1. To receive the Directors' Remuneration Report and the Report of the Independent Auditors on the auditable part of the remuneration report (excluding the Directors' Remuneration Policy set out at pages 89 to 114 of the Annual Report) for the financial year ended 31 December 2022.
• 1. To appoint Dr. Frank Mathias as a Director of the Company.
• 1. To appoint Leone Patterson as a Director of the Company.
• 1. To reappoint Dr. Roch Doliveux as a Director of the Company.
• 1. To reappoint Professor Dame Kay Davies as a Director of the Company.
• 1. To reappoint Stuart Paynter as a Director of the Company.
• 1. To reappoint Stuart Henderson as a Director of the Company.
• 1. To reappoint Dr. Heather Preston as a Director of the Company.
• 1. To reappoint Robert Ghenchev as a Director of the Company.
• 1. To reappoint Dr. Michael Hayden as a Director of the Company.
• 1. To reappoint Catherine Moukheibir as a Director of the Company.
• 1. To reappoint Namrata P. Patel as a Director of the Company.
• 1. To appoint PriceWaterhouseCoopers 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.
• 1. To authorise the Audit Committee for and on behalf of the Board to determine the auditor's remuneration.
• 1. That, in substitution for all existing general authorities, the Directors be, and are, generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:
  2. (a) allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate maximum nominal amount of £16,076,815;
  3. (b) allot further equity securities (within the meaning of section 560(1) of the Act) up to an aggregate maximum nominal amount of £16,076,815 in connection with a rights issue in favour of shareholders,

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:

• (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

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.

SPECIAL RESOLUTIONS

• 1. That, subject to the passing of Resolution 16 and in substitution for all existing authorities, the Directors be, and are, generally and unconditionally authorised to allot equity securities (as defined in s.560 of the Act) for cash under the authority given by Resolution 16 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 limited:
  2. (a) to the allotment of equity securities and/or sale of treasury shares for cash in 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 16, by way of rights issue only):
     • (i) to ordinary shareholders in proportion (as nearly as practicable) to the respective number of ordinary shares held by such holders; and
     • (ii) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

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;

• (b) to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) of this Resolution 17) up to an aggregate maximum nominal amount of £4,823,044; and
• (c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of this Resolution 17) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 17, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights 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 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.

• 1. That, subject to the passing of Resolution 16 and in substitution for all existing authorities (other than the authority granted under Resolution 17), the Directors be, and are, generally and unconditionally authorised (in addition to any authority granted under Resolution 17) to allot equity securities (as defined in s.560 of the Act) for cash under the authority given by Resolution 16 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 £4,823,044, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
  3. (b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 18) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 18, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights 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 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.

1. 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.

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CHAIRMAN