Pre-Annual General Meeting Information • Apr 27, 2021
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
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 2021 Annual General Meeting of the Company to be held at the offices of Oxford Biomedica plc, Windrush Court, Transport Way, Oxford OX4 6LT on 27 May 2021 at 3.00 p.m. is set out on pages 2 to 3 of this document.
Shareholders will not be allowed to attend the AGM in person in light of the current COVID-19 pandemic and the restrictions on public gatherings that have been implemented by the UK Government, but are encouraged to attend virtually via electronic means. Therefore, anyone seeking to attend the AGM in person will be refused entry.
Further information on the meeting arrangements are set out on page 6. While we do not expect the arrangements for the AGM to change, the measures being taken by the UK government to help contain the spread of COVID-19 are subject to change and we therefore recommend that shareholders check the Company's website www.oxb.com in advance of the meeting where any updates will be provided.
Shareholders are requested to complete and submit a Form of Proxy by electronic means via Signal Shares (www.signalshares.com) 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 4 in the Notes for Shareholders.
| 1. | Letter from the Chair | Page 1 |
|---|---|---|
| 2. | Notice of 2021 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: Directors' biographies | Page 9 |

23 April 2021
This document comprises the Notice of the 2021 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 2020 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.
Our preference had been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, we regret that the AGM cannot be held in the normal manner this year as a result of the restrictions on public gatherings that the UK Government has put in place due to the COVID-19 pandemic. This means that unfortunately shareholders will not be able to attend the AGM in person but can attend virtually using electronic means. To ensure the meeting is quorate, a minimum of two Directors (who are also shareholders) will attend in person, with the rest of the Board dialling in to the meeting remotely. The usual format of the meeting will be condensed and will include only the formal business of the AGM, which is required to be dealt with in order to ensure that the Company complies with the relevant legal requirements.
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 AGM electronically, that shareholder's votes will not be counted (further details on proxy voting can be found in note 4 in the Notes for Shareholders).
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 in these exceptional circumstances, following the conclusion of the AGM, we will host a webcast with a presentation by John Dawson, Chief Executive Officer. Afterwards John Dawson, 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 27 May 2021. Afterresponding to these pre-submitted questions, shareholders will be able to use the Electronic MeetingPlatform to ask further questions. 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, information on how to do that is set out on page 6.
The Board is monitoring the impact of the COVID-19 pandemic closely and if the restrictions on public gatherings are lifted before the scheduled date of the AGM and attendance in person at the AGM becomes lawful, the Company will, in compliance with its articles of association and the Listing Rules, notify shareholders of their right to attend the meeting in person, as well as any changes to the time, date orlocationoftheAGMviaRNSandtheCompany'swebsite.Nevertheless,giventheconstantlyevolvingnatureofthesituation,ifit subsequently becomes possible to welcome a number of shareholders to the venue, attendance in this way is likely to be restricted in terms of numbers andwewouldthereforestillencourageshareholdersnottoattendthevenueinpersonandinsteadtoparticipateinthemeetingelectronically.
At this year's AGM we are asking you to approve a new Directors' Remuneration Policy as referred to in Resolution 3, which will replace the current RemunerationPolicy, which was approved by shareholders at the 2018AGM. Remuneration is a key part of attracting and retaining the best people to lead our business, balanced against the need to ensure our packages promote the long-term success of the Company and the alignment of market-competitive pay with performance against the Company's strategic objectives and shareholder returns.
The Remuneration Committee had the opportunity to consult with a number of shareholders as we considered our proposals for the new policy and we are very grateful for their time and input, which has been very helpful and constructive in shaping the final policy we are presenting for voting. In particular, taking into account feedback from shareholders during the consultation we have increased both the in-employment and post-employment shareholding requirements in the policy.
Resolutions 14 and 15 relate to the approval of proposed changes to the Oxford Biomedica 2015 Long Term Incentive Plan and the Oxford Biomedica 2015 Executive Share Option Scheme. The changes are proposed in connection with the Company's new Directors' Remuneration Policy for which approval will be sought at the AGM as referred to above. Further information in relation to the changes is included in the Explanation of Business to be conducted at the AGM on pages 4 to 5.
The remaining 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 AGM on pages 4 to 5. In total, there are 19 Resolutions to be proposed at the 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 support during this difficult time.
Yours sincerely
Dr. Roch Doliveux Chair Oxford Biomedica plc
Oxford Biomedica plc Windrush Court, Transport Way, Oxford OX4 6LT United Kingdom Telephone: +44 (0) 1865 783 000, www.oxb.com Registered in England and Wales: No 3252665
Notice isherebygiventhatthe 2021 Annual General Meeting("AGM")of Oxford Biomedica plc (the Company") will be held at Windrush Court, TransportWay,OxfordOX46LTon27May2021at3.00p.m.toconsider, andifthoughtfit,passthefollowingResolutions.Forthereasonsgivenin theletterfromtheChairthataccompaniesthisNotice,underthecurrent restrictions on public gatherings imposed by the UK Government, shareholderswillnotbeallowedtoattendthe AGMinperson.
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 27 August 2022 (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 offerto:
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 underthe 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; and
(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 £2,060,340, 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 27 August 2022 (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 or, if earlier, at the close of business on 27 August 2022 (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
23 April 2021
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 threequarters 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 AGM the audited financial statements of the Company for the financial year ended 31 December 2020. 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 2020 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 2020. The remuneration report appears at pages 96 to 123 of the Annual report and accounts.
This Resolution is an advisory vote and the Directors' entitlements to remuneration are not conditional upon it.
To consider and, if thought fit, approve the Directors' Remuneration Policy, the full text of which is included in the Directors' Remuneration Report and set out on pages 114 to 123 of the Annual report and accounts 2020. A copy of the Directors' Remuneration Policy which was approved by shareholders at the annual general meeting in 2018 is available on the Company's website at www.oxb.com.
As detailed inthe Directors' Remuneration Report, a key strategic imperative is to ensure that the new three year policy supports succession planning, as the Company is likely to need to recruit a new CEO during the course of the next three years and not having the ability to grant comparable incentive quantum to NASDAQ listed biotechnology businesses presents a real risk to the business.
The new Directors' Remuneration Policy provides the Company with the flexibility to offer an overall compensation package to an incoming Overseas Executive Director that is competitive against NASDAQ listed biotechnology businesses and the new policy increases the overall annual and long term incentive opportunity. For these purposes, an "Overseas Executive Director" means any Executive Director appointed after 1 January 2021 in respect of which appointment, in the opinion of the Remuneration Committee, the Company is competing for talent with US competitors (including NASDAQ listed US biotechnology businesses) including but not limited to Executive Directors recruited from or based in the US and having regard to the fact that over 80% of cell and gene therapy is based in the United States, that United States' regulatory requirements are critical to the future success of the Company and that the United States' market has the largest commercial potential for the Company. These increases position the overall incentive opportunity towards the lower end of the market compared to NASDAQ listed biotechnology businesses. Having the ability to offer higher incentive opportunities to an incoming Overseas Executive Director is critical to the business and, in the opinion of the Directors, is in the best interests of all shareholders.
More modest increases in incentive opportunities are proposed for the incumbentExecutiveDirectors (and will apply to any newExecutive Director who is not an Overseas Executive Director) and will increase the incentives to be in line with UK listed market practice. This reflects the significant growth and performance of the Company over the last three years. As an established FTSE250 company, the Company wants to ensure that the policy has the flexibility to attract and retain senior executives to achieve future growth ambitions. All proposed increases in incentive quantum will also be commensurate with an increase in stretch in performance targets.
The new Directors' Remuneration Policy complies with the requirements of the UK Corporate Governance Code, in so far as it includes paying a proportion of the annual bonus in deferred shares; longer vesting time horizons for long term incentives (i.e. a three year performance period and two year holding period); and a post-employment shareholding guideline. It also seeks to address the significant gap to market practice in the United States that the Company has faced when attracting and retaining Non-Executives when competing with NASDAQlistedBoard opportunities (within the overall constraints of being a UK main market listed company). The proposed changes to the policy for Non-Executive Directors recruited from or based in the United States provides alignment with shareholders whilst ensuring that the Non-Executive Directors continue to be independent.
The Company's articles of association ("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 inJuly2018, allDirectors willnowbe subjecttoannualre-election.
At this year's AGM, Dr. Roch Doliveux, who was appointed Non-Executive Chair as a new Director to the Board in June 2020, Dr. Simayak ("Sam") Rasty, who was appointed as a new Director to the Board in December 2020, and Professor Dame Kay Davies, who was appointed as a new Director to the Board in March 2021, will each stand for appointment by the shareholders for the first time.
Dr. Doliveux is currently Chair of the Board of Directors at Pierre Fabre S.A. and a Non-Executive Director at Stryker Corporation and UCB S.A. Dr. Doliveux 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.
Dr. Rasty is currently President and Chief Executive Officer of PlateletBio, a US-based pioneering cell-based therapeutics company and brings invaluable experience in building and growing successful gene therapy companies, thereby complementing and enhancing the skill set of theBoard.
Professor Davies is a world-leading human geneticist and is currently Professor of Genetics and Co-Director of MDUK Oxford Neuromuscular Centre at the University of Oxford. She also sits on the Board of UCB S.A and The Biotech Growth Trust plc and was appointed a governor of the Wellcome Trust in 2008.
Dr. Andrew Heath is retiring from the Board and therefore is not standing for re-election at the AGM in 2021,
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 appointments of Dr Roch Doliveux, Dr. Rasty and Professor Davies and the reappointment of each of the retiring Directors standing forreappointment.
Biographical details of each of the Directors can be found in theAppendix to this Notice.
Resolutions 12 and 13 – Reappointment and remuneration of auditor It is a requirement of the Companies Act 2006 ("Act") that the Company's auditor be appointed at each general meeting at which accounts are laid. The AuditCommitteekeeps underreviewtheindependence andobjectivity of the external auditor. After considering relevant information, theAudit Committee has recommended to the Board the reappointment of KPMG LLP as auditor to hold office from the conclusion of this AGM until the conclusion of the next meeting at which the accounts of the Company are laid, and Resolution 12 proposes such reappointment.
Resolution 13 proposes that the Audit Committee be authorised for and on behalf of the Board to determine the auditor's remuneration.
The Oxford Biomedica 2015 Long Term Incentive Plan (the "LTIP") and the Oxford 2015 Biomedica Executive Share Option Scheme (the "ESOS") were approved by the Company's shareholders at the AGM held on 7 May 2015. Resolutions 14 and 15 seek approval for amendments to the LTIP and ESOS respectively in order that they are consistent with the Company's new Directors' Remuneration Policy for which approval will be sought at the AGM as referred to in relation to Resolution 3 (the "Remuneration Policy").
The LTIP includes a limit on participation such that an employee may be granted awards in respect of a financial year over shares with a value of up to 200% of salary. The ESOS includes a limit on participation such that
an employee may be granted options in respect of a financial year over shares with a value of up to 100% of salary.
Resolution 14 seeks approval for an amendment to the rules of the LTIP to increase the limit on participation to permit the grant of awards in respect of a financial year over shares with a value of up to 500% of salary. Resolution 15 seeks approval for an amendment to the rules of the ESOS to increase the limit on participation to permit the grant of options in respect of a financial year over shares with a value of up to 375% of salary.
These increases are proposed to align the LTIP and ESOS with the new Remuneration Policy and to give the Company flexibility to offer an overall compensation package to an "Overseas Executive Director" that is competitive against NASDAQ listed biotechnology businesses. Further details are set out in the Directors' Remuneration Report on pages 114 to 123 of the Company's Annual report and accounts for the year ended 31 December 2020. As detailed in that report, in a competitive market for talent, not having the ability to grant comparable incentive quantum to NASDAQ listed biotechnology businesses, presents a real risk to the business as the Company is likely to need to recruit a new CEO during the course of the next three years. The Directors strongly believe that having the ability to offer these incentive opportunities to an Overseas Executive Director is critical to the business and is in the best interests of all shareholders. The use of these maximum opportunities for such a Director will not be automatic. The Directors are also mindful of the need to ensure that potential increases in incentive quantum in the future are commensurate with appropriately stretching targets for maximum vesting.
Marked-up versions of the rules of the LTIP and ESOS will be available for inspection as referred to in note 19 of the Notes forShareholders on page 8.
It is also proposed that the rules of the LTIP be amended to include: (i) provisions enabling the Directors to require that shares acquired be held in accordance with arrangements determined for the purposes of the Company's post-employment shareholding guideline; and (ii) discretion to amend the formulaic vesting output of any awards granted under the LTIP. These amendments do not require shareholder approval, however they are shown in the version of the rules available for inspection.
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 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 £13,735,603, representing approximately one-third of the issued share capital of the Company as at 19 April 2021, 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 14 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.
Resolution 17 seeks the disapplication of pre-emption rights and reflects the recommendations set out in the Pre-Emption Group's ("PEG") Statement of Principles. It seeks to modify the pre-emption rights of existing shareholders as follows:
ó sub-paragraph (a) of Resolution 17 seeks authority for the Directors to allot new shares for cash by way of a pre-emptive offer or rights issue and to make any arrangements which may be necessary to deal with any legal, regulatory and practical problems arising from a rights
issue or other pre-emptive offer, for example, by excluding affected shareholders from the rights issue or other pre-emptive offer; and
ó sub-paragraph (b) of Resolution 17 seeks authority to issue new shares up to a maximum aggregate nominal value of £2,060,340, equivalent to 5 per cent of the Company's issued ordinary share capital as at 19 April 2021, being the last practicable date before the publication of this Notice.
Resolution 18 seeks the further disapplication of pre-emption rights and reflects the recommendations set out in the PEG Statement of Principles. It seeks to modify the pre-emption rights of existing shareholders 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 six month period and is disclosed in the announcement of the issue of the shares.
Resolutions 17 and 18 are proposed as Special Resolutions to seek new authorities, which will replace existing authorities granted prior to the 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.
However, the interests of existing shareholders are protected in that their proportionate interests in the Company cannot be reduced by more than 5 per cent through the issue of new shares for cash and cannot be reduced by more than a further 5 per cent through the issue of new shares for cash in connection with an acquisition or a specified capital investment. The Directors confirm that the authority granted by Resolution 18 will only be used in accordance with the PEG guidance.
The proposed authorities, if granted, will expire at the conclusion of the 2022 AGM or, if earlier, fifteen months from the date of the passing of the Resolutions. It is theDirectors' intention to renewthese 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 authority will be effective until the 2022 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 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 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 4 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 (see note 4 of the Notes for Shareholders), as soon as possible, but in any event no later than 3.00 p.m. on 25 May 2021. The return of a Proxy form or the electronic appointment of a proxy does not preclude you from attending and voting at the AGM if you so wish. However, for the reasons given in the letter from the Chair that accompanies this Notice, under the current UK government restrictions on public gatherings, shareholders will not be allowed to attend the AGM in person but can attend virtually, via electronic means.
The Directors consider that the Resolutions to be proposed at the 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 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, Internet Explorer 11 (Internet Explorer V10 and lower are not supported), 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 27 May 2021; 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 the proceeding 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 polling 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.

Given that shareholders will not be able to attend the AGM in person, shareholders are encouraged to ask questions in advance by emailing [email protected] before 2.30 p.m. BST on 27 May 2021 and these will be addressed in the Q&A session during the webcast made available at 3:00 p.m. BST on 27 May 2021, which will follow the conclusion of (but does not form part of) the 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 bottom 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 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 nonbusiness 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.
Forthereasonsgiveninthe letterfrom the Chairthat accompanies this Notice, underthe currentthe restrictions on public gatherings thattheUKGovernmenthasputinplaceasaresultoftheCOVID-19 pandemic, the AGM cannot be held in the normal manner and shareholders will not be allowed to attend the AGM in person or byappointing a proxyotherthan the Chairof the meeting.
If you need help with voting online, or require a paper proxy form, pleasecontacttheCompany'sRegistrar,LinkGroup, on03716640391 if calling from the United Kingdom, or +44 (0) 371 664 0391 if calling from outside of the United Kingdom, or email Link at [email protected]. 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 25 May 2021. 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.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. 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 by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland 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. 25 May 2021. 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.
Completion of a proxy instruction will not affect the right of such member to attend and vote in person at the meeting or any adjournment thereof.
If you are a person who has been nominated under section 146 of the Act to enjoy information rights, you may have a right, under an agreement between you and the shareholder who has nominated you, to be appointed or to have someone else appointed for you as a proxy for the meeting. If you do not have such a right, or you do have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the shareholder who nominated you as to the exercise of the voting rights attached to the ordinary shares in respect of which you have been nominated.
So that appropriate COVID-19 secure arrangements can be made for any shareholders wishing to inspect documents, we request that shareholders email: [email protected] in advance of any visit to ensure that access can be arranged. Any such access will be subject to health and safety requirements and any limits on gatherings, social distancing or other measures imposed or recommended by the UK government.
Dr. Roch Doliveux was appointed to Oxford Biomedica's Board as Non-Executive Chairin June 2020. He is currently Chair of theBoard of Directors at Pierre Fabre S.A. and a Non-Executive Director at Stryker Corporation and UCB S.A. Dr. Doliveux 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. Priorto this Dr. Doliveux worked at Schering-Plough International, Inc. from 1990–2003 and at Ciba-GeigyAG (now Novartis)from 1982. Dr. Doliveux is a Veterinary Surgeon by training and has an MBA from INSEAD.
Stuart Paynter joined Oxford Biomedica and the Board in August 2017. He has 17 years' experience in the pharmaceutical and healthcare sectors. He qualified as a chartered accountant with Haines Watts before moving to EDS. He subsequently joined Steris, and worked in a variety of roles within the healthcare and life sciences divisions prior to becoming the European Finance Director. He then moved to Shire Pharmaceuticals where he became the Senior Director of Finance Business Partnering for all business outside of the US. He then moved to a corporate finance role before becoming the Global Head of Internal Audit. Prior to joining Oxford Biomedica he was Head of Finance Business Partnering at De La Rue plc. He is a memberof theInstitute of CharteredAccountants inEngland andWales.
John Dawson joinedOxfordBiomedica'sBoard as a Non-Executive Director in August 2008, and was appointed Chief Executive Officer in October 2008. Prior to this he held senior management positions in the European operations of Cephalon Inc., including Chief Financial Officer and Head of Business Development Europe. While at Cephalon he led many deals building the European business to over 1,000 people, and to a turnover of several hundred million US dollars and in 2005 led the \$360 million acquisition of Zeneus by Cephalon. Prior to his time at Cephalon he was Director of Finance and Administration of Serono Laboratories (UK) Limited.
Stuart Henderson was appointed to Oxford Biomedica's 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. Previously, Mr Henderson was 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 35 years. Mr Henderson is a former Director of the Babraham Institute and Norwich Research Partners LLP and currently sits as a Non-Executive Director on the Boards of OneNucleus (the Life Sciences trade body for Cambridge and London), Biocity Group Limited and Cell Therapy Catapult Limited.
Dr. Siyamak ("Sam") Rasty was appointed to Oxford Biomedica's Board as a Non-Executive Director in December 2020. Dr. Rasty is currently the President and Chief Executive Officer of PlateletBio, a US-based pioneering cell-based therapeutics company. Previously, he served as Chief Operating Officer at Homology Medicines, Inc., a genetic medicines company that he helped launch in 2016 and transform into an established, fully integrated public gene therapy and gene editing company. Prior to joining Homology, he held senior positions at Shire Pharmaceuticals, Endo Pharmaceuticals, and at GlaxoSmithKline. Dr. Rasty holds a Ph.D. in Biochemistry from Louisiana State University, where he focused on transcriptional regulation of lentiviruses, completed a postdoctoral fellowship at the University of Pittsburgh School of Medicine, and received an MBA from Villanova University.
Dr. Heather Preston was appointed to Oxford Biomedica's Board as a Non-Executive Director in March 2018 and was appointed Chair of the Remuneration Committee in June 2020. Dr. Preston is a Partner and Managing Director of TPG Biotech. She has over 25 years of experience in healthcare, as a scientist, physician and management consultant and she has been an investorin life sciences and biotechnology forthe last 19 years. Dr. Preston holds a degree in Medicine from the University of Oxford.
Professor Dame Kay Davies was appointed as a Non-Executive Director of Oxford Biomedica in March 2021. 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 Genetics 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. She also sits on the Board of UCB S.A and The Biotech Growth Trust plc and was appointed a governor of the Wellcome Trust in 2008, serving as Deputy Chairman between 2013 and 2017. Professor Davies has a BA in Chemistry and a D.Phil. in Biochemistry from the University of Oxford.
Robert Ghenchev was appointed to Oxford Biomedica's Board as a Non-Executive Director in June 2019. Robert 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.

Registered in England No. 3252665
Registered Office Windrush Court, Transport Way, Oxford, OX4 6LT
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.