Centessa Pharmaceuticals plc — Proxy Solicitation & Information Statement 2023

May 15, 2023

DEF 14A 1 centessa-def14a_062223.htm DEFINITIVE PROXY STATEMENT centessa-def14a_062223 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1683666602473-6291]

Centessa Pharmaceuticals PLC

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 22 June 2023

To be effective, all proxy appointments must be lodged with the Company’s Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 20 June 2023 at 1.00 pm.

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Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).

2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 6031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 6031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

7. Any alterations made to this form should be initialled.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

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Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s). +

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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of Centessa Pharmaceuticals plc to be held at the offices of Goodwin Procter (UK) LLP, 100 Cheapside, London EC2V 6DY on 22 June 2023 at 1.00 pm* , and at any adjourned meeting.

*** For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).**

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Please use a black pen. Mark with an X inside the box as shown in this example. ☒

| Ordinary
Resolutions | | For | Against | Vote Withheld |
| --- | --- | --- | --- | --- |
| 1. | To re-appoint as a director Carol Stuckley, M.B.A., who retires by rotation in accordance with the
Company’s articles of association. | ☐ | ☐ | ☐ |
| 2. | To re-appoint as a director Brett Zbar, M.D., who retires by rotation in accordance with the Company’s
articles of association. | ☐ | ☐ | ☐ |
| 3. | To re-appoint as a director Mathias Hukkelhoven, Ph.D., who retires by rotation in accordance with
the Company’s articles of association. | ☐ | ☐ | ☐ |
| 4. | To re-appoint KPMG LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold
office until the conclusion of the next meeting at which the Company’s annual accounts and reports are laid before the Company. | ☐ | ☐ | ☐ |
| 5. | To ratify the re-appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s
independent registered public accounting firm, for the financial year ending December 31, 2023. | ☐ | ☐ | ☐ |
| 6. | To authorize the Audit Committee to determine the Company’s auditors’ remuneration for
the financial year ending December 31, 2023. | ☐ | ☐ | ☐ |
| 7. | To receive and adopt our U.K. statutory annual accounts and reports for the financial year ended
December 31, 2022 and to note that the Company’s directors do not recommend the payment of any dividend for the financial
year ended December 31, 2022. | ☐ | ☐ | ☐ |
| 8. | To receive and approve, on an advisory basis, the Company’s U.K. statutory directors’
remuneration report for the financial year ended December 31, 2022, which is set forth as Annex A to the attached proxy statement. | ☐ | ☐ | ☐ |

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature
DD / MM / YY

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