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Oxford Biomedica PLC — AGM Information 2026
May 11, 2026
5190_rns_2026-05-11_19844b0e-d6d7-4834-8d87-8da823162776.pdf
AGM Information
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Docusign Envelope ID: 948D5CC5-6D3B-86C9-82F3-76683A4BA3E9
Company No. 03252665
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
RESOLUTIONS
of
Oxford Biomedica plc
(the "Company")
(passed on 7 May 2026)
At the Annual General Meeting ("AGM" or "Meeting") of the Company held at the offices of the Company, Windrush Court, Transport Way, Oxford OX4 6LT on 7 May 2026 at 3.00 p.m. the following resolutions were passed, of which the resolutions numbered 1 to 14 were proposed as ordinary resolutions and resolutions numbered 15 to 17 were proposed as special resolutions.
ORDINARY RESOLUTIONS
- To receive and adopt the Company's Annual Report and accounts (the "Annual report") for the financial year ended 31 December 2025, the Directors' Report, and the Report of the Independent Auditors on those accounts and reports.
- 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 90 to 112 of the Annual Report for the financial year ended 31 December 2025.
- To reappoint Dr. Roch Doliveux as a Director of the Company.
- To reappoint Dr. Frank Mathias as a Director of the Company.
- To reappoint Peter Soelkner as a Director of the Company.
- To reappoint Professor Dame Kay Davies as a Director of the Company.
- To reappoint Colin Bond as a Director of the Company.
- To reappoint Dr. Lucinda Crabtree as a Director of the Company.
- To reappoint Laurence Espinasse as a Director of the Company.
- To reappoint Namrata Patel as a Director of the Company.
- To reappoint Dr. Heather Preston as a Director of the Company.
- To appoint PricewaterhouseCoopers LLP as auditors of the Company from the conclusion of the 2026 AGM until the conclusion of the next AGM of the Company at which the accounts are laid.
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To authorise the Audit Committee for and on behalf of the Board to determine the auditor's remuneration.
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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:
(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 £20,148,033.50;
(b) allot further equity securities (within the meaning of section 560(1) of the Act) up to an aggregate maximum nominal amount of £20,148,033.50 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, on the date that is 15 months after the passing of this Resolution whichever is earlier (unless previously revoked or varied by the Company in a 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 14 "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
- That, subject to the passing of Resolution 14 and in substitution for all existing authorities, the Directors be, and are, generally and unconditionally authorised pursuant to section 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be limited:
(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 14, 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
Docusign Envelope ID: 948D5CC5-6D3B-86C9-82F3-76683A4BA3E9
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 15) up to an aggregate maximum nominal amount of £6,045,014.50; and
(c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of this Resolution 15) 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 15, 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 (“2022 Revised Statement of Principles”),
such authority to expire at the end of the next AGM of the Company following the passing of this Resolution 15 or, on the date that is 15 months after the passing of this Resolution, whichever is earlier (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 15, “rights issue” has the same meaning as in Resolution 14 above.
- That subject to the passing of Resolution 14 and in substitution for all existing authorities (other than the authority granted under Resolution 15), the Directors be, and are, generally and unconditionally authorised (in addition to any authority granted under Resolution 15) to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 14 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:
(a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate maximum nominal amount of £6,045,014.50, 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 2022 Revised Statement of Principles; and
(b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 16) 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 16, 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 2022 Revised Statement of Principles,
such authority to expire at the end of the next AGM of the Company following the passing of this Resolution 16 or, on the date that is 15 months after the passing of this Resolution, whichever is earlier (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.
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- That in accordance with the Company's Articles, a general meeting (other than an Annual General Meeting) may be held on not less than 14 clear days' notice.
