AGM Information • Apr 30, 2025
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or about the action which you should take, you should seek your own advice immediately from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares in Life Science REIT plc, please pass this document, together with any accompanying documents as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents to the person who now holds the shares.

(the "Company")
(registered in England and Wales under company number 13532483)
Notice of the Annual General Meeting of Life Science REIT plc to be held at the offices of Ironstone Asset Management Limited, 3rd Floor, 55 Wells Street, London, W1T 3PT at 10.00am on Tuesday 3 June 2025 is set out at the end of this document.
Whether or not you propose to attend the Annual General Meeting, please complete and submit an online proxy form in accordance with the instructions set out in this document or, if a hard copy is requested, the instructions printed on it. All proxy appointments should be received no later than 10.00am on Friday 30 May 2025. The meeting will be held at the offices of Ironstone Asset Management Limited, 3rd Floor, 55 Wells Street, London, W1T 3PT. Should you be unable to attend the meeting and wish to vote, please follow instructions on page 10. Questions can be asked at the meeting or in advance with the instructions on page 10.
| Letter from the Chair of Life Science REIT plc | 3 |
|---|---|
| Notice of Annual General Meeting | 5 |
| Explanatory Notes to the Ordinary and Special Resolutions | 8 |
| Explanatory Notes to the Notice of Meeting | 10 |
15 April 2025
I am pleased to enclose the notice of the Annual General Meeting of the Company (the "AGM"), which will be held at the offices of Ironstone Asset Management Limited, 3rd Floor, 55 Wells Street, London, W1T 3PT at 10.00am on Tuesday, 3 June 2025. The notice of AGM, which follows this letter, sets out the business to be considered at the meeting. The purpose of this letter is to explain certain elements of that business to you.
The Company understands and respects the importance of the AGM to shareholders and the Board greatly values the opportunity to meet shareholders in person and encourages shareholders to attend and ask questions. Shareholders are asked, whether or not they propose to attend the AGM, to exercise their votes by submitting their proxy electronically in advance of the meeting and to appoint the Chair of the meeting as their proxy with their voting instructions.
A copy of this Notice, can be viewed and/or downloaded at https://www.LifescienceREIT.co.uk/investors/.
If you wish to attend the AGM in person, you are asked to register your intention as soon as practicable by sending an email to the Company Secretary at [email protected]: or by letter addressed to the Company Secretary at the registered office, to help us plan appropriately. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's registrar, MUFG Corporate Markets (the 'Registrar'), prior to being admitted to the AGM.
Any changes to the AGM arrangements will also be published on our website and announced through the London Stock Exchange.
If you would like to vote on the resolutions to be proposed at the AGM but cannot or do not wish to attend the AGM, you should appoint a proxy via the Investor Centre app or on a web browser at https://uk.investorcentre.mpms.mufg.com/ by following the instructions on that website, or if you hold your shares in CREST, via the CREST system. Institutional investors may also use the Proxymity platform by following www.proxymity.io. Further information on electing your proxy vote via Proxymity is on pages 10 to 11 of this notice.
In order to reduce the Company's environmental impact, you will not receive a hard copy form of proxy for the 2025 AGM in the post automatically. Instead, you will be able to appoint a proxy electronically at https://uk.investorcentre.mpms.mufg.com/ or via the Investor Centre app. Details of how to appoint a proxy in this way are set out on pages 10 to 11 of this document. Alternatively, you may request a hard copy form of proxy directly from our Registrar, MUFG Corporate Markets. Details of how to request, and complete, a hard copy form of proxy are set out on pages 10 to 11 of this document.
All proxy instructions must be received by the Registrars by no later than 10.00am on Friday 30 May 2025.
If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
Shareholders are encouraged to submit questions relating to the business to be conducted at the AGM in advance, by emailing the Company Secretary at [email protected] or by letter addressed to the Company Secretary at the registered office. Any questions submitted in advance should be made 48 hours (excluding non-working days) prior to the time of the meeting, being 10.00am on Friday 30 May 2025 to ensure that a response is able to be made by the Company. We will consider all questions received and, if appropriate and relating to the business of the AGM, provide a written response. Shareholders will be able to ask questions during the meeting if attending in person.
As announced on 14 March 2024, the Board is undertaking a strategic review to consider the future of the Company and to explore all options available to maximise value for shareholders. These may include a potential sale or managed wind down of the Company. Further details are set out in the announcement dated 14 March 2024. The strategic review is ongoing and the Board will provide further updates to the market as appropriate.
The business to be conducted at the AGM reflects the ordinary business and related ordinary and special resolutions that are to be put to shareholders of the Company each year.
The Board considers that each resolution being proposed at the AGM is in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings (which represent approximately 0.03% of the Company's issued ordinary share capital as at the date of this notice).
We look forward to welcoming you to the 2025 AGM.
Yours sincerely,
Chair
15 April 2025
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Life Science REIT plc will be held at Ironstone Asset Management Limited, 3rd Floor, 55 Wells Street, London, W1T 3PT, at 10.00am on Tuesday, 3 June 2025 to consider and vote on the resolutions below.
Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than half of the votes cast (in person or by proxy) must be in favour. Resolutions 12 to 15 (inclusive) will be proposed as special resolutions; this means that for each of those resolutions to be passed, at least three-quarters of the votes cast (in person or by proxy) must be in favour.
Ordinary Resolutions (1 to 11)
and in both cases subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) in any other case, ordinary shares with an aggregate nominal value of £1,166,666.67 (such amount to be reduced by the nominal amount of any allotments or grants made pursuant to the authority set out in (a) above in excess of such sum)
provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the next AGM of the Company to be held after the date of the passing of this Resolution or, if earlier, 15 months from the date of the passing of this Resolution, and save that the Company may, at any time prior to such renewal, expiry or revocation, make an offer or enter into an agreement which would or might require the allotment of shares or granting of such rights in pursuance of such an offer or agreement as if such authority had not expired.
such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed but, in each case, prior to its expiry 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 and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed but, in each case, prior to its expiry 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 and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
By order of the Board
Company Secretary
15 April 2025
Registered office: Central Square, 29 Wellington Street, Leeds, LS1 4DL
The Directors are required to present the strategic report, Directors' report and Auditor's report and the consolidated financial statements for the year ended 31 December 2024 to the meeting. These are contained in the annual report which has previously been circulated to shareholders.
Shareholders have an annual advisory vote on the Directors' remuneration report. Shareholders are being requested to vote on the receipt and approval of the Directors' remuneration report for the year ended 31 December 2024, as set out on pages 84 to 87 of the annual report.
A shareholder vote on the Directors' remuneration policy is mandatory every three years. Shareholders are being requested to vote on the approval of the Directors' remuneration policy as set out on page 84 of the annual report.
Subject to the Company resuming paying dividends, the Company's policy would be to pay dividends on a semi-annual basis. As the last dividend in respect of any financial year would be payable prior to the relevant annual general meeting, it would be declared as an interim dividend and accordingly, there would be no final dividend payable.
The Board is conscious that this means shareholders would not be given the opportunity to vote on the payment of a final dividend. Accordingly, it has been decided that shareholders will be asked to confirm their approval of the Company's policy to pay any dividends semi-annually.
Under the Company's Articles of Association, Directors are required to stand for election at the first AGM after their appointment and stand for re-election at each AGM thereafter. Therefore, all Directors will stand for re-election.
As set out in the corporate governance statement in the annual report, the Board considers that the performance of each of the Directors during the year ended 31 December 2024, and to the date of this notice of meeting, has been effective and each Director has demonstrated commitment to the role. The Board therefore believes that it is in the best interests of shareholders that each Director be re-elected. It is the Board's view that the Directors' biographies, as set out on pages 64 to 65 of the annual report, illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.
At each general meeting at which the Company's annual report and financial statements are presented to its members, the Company is required to appoint an auditor to serve from the conclusion of that meeting until the conclusion of the next such meeting.
The Board, on the recommendation of the Audit & Risk Committee, recommends the appointment of Deloitte LLP as auditor to the Company and this will be proposed to the AGM as Resolution 9. Resolution 10 authorises the Audit and Risk Committee to determine the auditor's remuneration.
Resolution 11, an ordinary resolution, would give the Directors the authority to allot ordinary shares up to an aggregate nominal amount of £2,333,333.33 (being two-thirds of the issued ordinary share capital as at the date of this notice) by way of a rights issue or other preemptive issue only and, in any other case, up to an aggregate nominal amount of £1,166,666.67 (being one-third of the issued ordinary share capital as at the date of this notice). This authority replaces the authority given to the Directors at the AGM on 23 May 2024 and will expire at the end of the AGM to be held in 2026, or, if earlier, 15 months from the date on which this Resolution was passed, except insofar as commitments to allot shares have been entered into before such date.
The Directors have no present intention to exercise the authority sought with this Resolution but it will give them flexibility should appropriate business opportunities arise.
As a closed-ended investment fund listed under Chapter 11 of the UK Listing Rules, the Company is bound by UK Listing Rule 11.4.18 which states that (unless there is specific and separate authorisation from shareholders) the Company may not issue further shares for cash at a price below the net asset value per share of those shares unless they are first offered pro rata to existing holders. The Company will comply will this listing rule in regards to any share issuance made under this Resolution.
At the date of this notice, no shares are held by the Company in treasury.
Unless granted an appropriate authority by shareholders, if the Directors wish to allot equity securities (which include ordinary shares in the Company) or sell treasury shares for cash, they must first offer them to existing shareholders in proportion to their existing holdings. These rights are known as pre-emption rights and are contained in the Companies Act 2006. Resolutions 12 and 13 in the notice of AGM will be proposed as special resolutions to give the Directors power to allot equity securities and sell treasury shares for cash without the application of these pre-emption rights. Both Resolutions are conditional on Resolution 11 being passed.
Resolution 12 grants the Board authority to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
(c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) 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) above, 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 or, if earlier, 15 months from the date on which this Resolution was passed but, in each case, prior to its expiry 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 and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 13 grants the Board authority in addition to any authority granted under disapplication resolution 12 to allot equity securities (as defined in the Companies Act 2006) 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 Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed but, in each case, prior to its expiry 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 and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 14, a special resolution, will grant the Company authority to make market purchases of up to 52,465,000 ordinary shares (being 14.99% of the Company's total issued ordinary share capital as at the date of this notice), either for cancellation or for placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within the guidelines established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an ordinary share must not be more than the higher of (i) 105% of the average of the middle market quotations of the ordinary shares for the five business days immediately preceding the date of purchase; and (ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, any number of ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per ordinary share.
The Company may seek to address any significant discount to NAV at which its ordinary shares may be trading by purchasing its own ordinary shares in the market on an ad hoc basis. The Directors will have regard to the Company's REIT status when making any repurchase and will only make such repurchases through the market at prices (after allowing for costs) below the relevant prevailing NAV per ordinary share and otherwise in accordance with guidelines established from time to time by the Board.
This authority will expire at the end of the AGM to be held in 2026, or if earlier, 15 months from the date on which the Resolution was passed. Shareholders should note that the purchase of ordinary shares by the Company is at the absolute discretion of the Directors and is subject to the working capital requirements of the Company and the amount of cash available to the Company to fund such purchases. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions.
Under the Companies Act 2006, the notice period of general meetings (other than an AGM) is 21 clear days' notice unless the Company: (i) has gained shareholder approval to hold general meetings on 14 clear days' notice by passing a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders to vote by electronic means. The Company would like to preserve its ability to call general meetings (other than an AGM) on less than 21 clear days' notice. The shorter notice period proposed by Resolution 15 would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2026, when it is intended that a similar resolution will be proposed.
As a shareholder, you have the right to attend, speak and vote at the forthcoming AGM or at any adjournment(s) thereof. In order to exercise all or any of these rights, you should read the following explanatory notes to the business of the AGM.
If you wish to attend the AGM in person, you should arrive at the venue in good time to allow your attendance to be registered. Only those shareholders entered in the Company's register of members at close of business on Friday 30 May 2025 (or in the event that the meeting is adjourned, only those shareholders registered on the register of members of the Company at close of business two business days prior to the adjourned meeting) will be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every share of which he/she is the holder.
Any question relevant to the business of the AGM may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by emailing to the Company Secretary at [email protected] or by letter addressed to the Company Secretary at the registered office. Any questions submitted in advance should be made 48 hours prior to the time of the meeting (excluding non-working days), being 10.00am on Friday 30 May 2025 to ensure that a response is able to be made by the Company.
A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company but must attend the AGM to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to any hard copy form of proxy (if applicable). If members wish their proxy to speak on their behalf at the AGM, members will need to appoint their own choice of proxy (not the Chair) and give their instructions directly to them.
A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to different shares held by that member. A member may not appoint more than one proxy to exercise rights attached to any one share.
A member may instruct their proxy to abstain from voting on any resolution to be considered at the AGM by marking the "Vote Withheld" option when appointing their proxy. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.
The appointment of a proxy will not prevent a member from attending the AGM and voting in person if they wish. If you have appointed a proxy and vote at the AGM in person in respect of shares for which you have appointed a proxy, your proxy appointment in respect of those shares will automatically be terminated.
In order for a proxy appointment to be valid, your appointment must be received no later than 10.00am on Friday 30 May 2025 (being 48 hours prior to the meeting excluding non-working days) or, in the event that the AGM is adjourned, by no later than 48 hours (excluding nonworking days) before the time of any adjourned AGM or, in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM, for the taking of the poll at which it is to be used.
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/


You will require your email address and password in order to log in and vote. If you have forgotten your password, you can request a reminder via the platform. If you have not previously registered to use the Investor Centre, you will require your investor code (IVC) which can be found on your share certificate/dividend notification or is available by emailing the Company's registrars, MUFG Corporate Markets on [email protected] or by calling on 0371 664 0300.
If you are an institutional investor you may alternatively be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00am on Friday 30 May 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours (excluding non-working days) before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
You may request a hard copy form of proxy directly from the Registrar, MUFG Corporate Markets, on Tel: 0371 664 0300 or by emailing [email protected]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00am and 5.30pm, Monday to Friday, excluding public holidays in England and Wales.
To be effective, the completed and signed form of proxy must be lodged at the offices of MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) by no later than the deadline set out in note 2 above.
To appoint more than one proxy using a hard copy form of proxy, you may photocopy the form of proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.
CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service 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 or instruction made using the CREST service to be valid, the appropriate CREST message (the CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by MUFG Corporate Markets (ID RA10) by no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting. 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 MUFG Corporate Markets is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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 member 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 or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, 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) or the Uncertificated Securities Regulations 2001.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy (in hard copy, by electronic means or through CREST), only the appointment submitted by the more senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the more senior). For a proxy appointment submitted by hard copy, the signature of only one of the joint holders is required on the form of proxy.
To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions: any amended proxy appointment received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice clearly stating your intention to revoke your proxy appointment to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or a duly appointed attorney for the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by MUFG Corporate Markets no later than 10.00am on Friday 30 May 2025. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then your proxy appointment will remain valid.
Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under s.146 of the Companies Act 2006 (a Nominated Person) should note that the provisions in notes 2-8 above concerning the appointment of a proxy or proxies to attend the Annual General Meeting in place of a member, do not apply to a Nominated Person, as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have the right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the Annual General Meeting. In addition, the rights of a member to appoint proxies under s.325 do not apply to persons nominated under s.146.
Any corporation which is a member may appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s). To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment.
As at 15 April 2025 (being the date of this document), the Company's issued share capital consists of 350,000,000 ordinary shares, each carrying the right to one vote at a general meeting of the Company. As at the date of this document, the Company does not hold any ordinary shares in treasury. Therefore, the total number of voting rights in the Company as at 15 April 2025 was 350,000,000.
Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) which are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the Annual General Meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement required to be placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required to publish on its website.
Under Section 338 and Section 338A of the Companies Act 2006, shareholders meeting the threshold under those sections have the right to require the Company: (i) to give, to shareholders of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be proposed and is intended to be proposed at the AGM; and/ or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be proposed, or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
None of the Directors has a service contract with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting.
If the total number of voting rights that the Chair will be able to vote (taking into account any proxy appointments from shareholders over which they are given discretion and any voting rights in respect of his own shares) is such that they will have a notifiable obligation under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (the "DTRs"), the Chair will make the necessary notifications to the Company and the Financial Conduct Authority. Therefore, any member holding 3% or more of the voting rights in the Company who grants the Chair a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the DTRs, need not make a separate notification to the Company and to the Financial Conduct Authority. However, any member holding 3% or more of the voting rights in the Company who appoints a person other than the Chair as proxy will need to ensure that both the member and the proxy comply with the respective disclosure obligations under the DTRs.
You may not use any electronic address provided in either this notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated. A copy of this Notice, and any other information required by Section 311A of the Companies Act 2006 can be viewed and/or downloaded at https://www.LifescienceREIT.co.uk/investors/.
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