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OXFORD NANOPORE TECHNOLOGIES PLC Proxy Solicitation & Information Statement 2023

Apr 26, 2023

5081_agm-r_2023-04-26_ef6f5893-70a8-4bfc-8541-e95a4a3f2056.pdf

Proxy Solicitation & Information Statement

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Oxford Nanopore Technologies plc (the 'Company') 2023 Annual General Meeting

NOTICE OF AVAILABILITY – Important, please read carefully

The Oxford Nanopore Technologies plc 2023 Annual General Meeting ('AGM') is being held on Monday 12 June 2023 at Oxford Nanopore Technologies plc, Gosling Building, Edmund Halley Road, Oxford Science Park, Oxford OX4 4DQ at 11.00 a.m. The 2022 Annual Report and Accounts, and a letter from the Chair including the Notice of AGM are now available to view online at www.nanoporetech.com/about-us/investors. There are no particular software requirements to view documents on the website.

Details of the results of the voting at the AGM will be announced through the London Stock Exchange information service and will appear on

www.nanoporetech.com/about-us/investors/regulatory-news If you have any queries, please contact our Registrar,

Equiniti, on +44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding bank holidays in England and Wales.

If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Name of person attending Shareholder reference number

Form of Proxy Oxford Nanopore Technologies plc – Annual General Meeting

Oxford Nanopore Technologies plc 2023 Annual General Meeting ('AGM') to be held on Monday 12 June 2023 at Oxford Nanopore Technologies plc, Gosling Building, Edmund Halley Road, Oxford Science Park, Oxford OX4 4DQ at 11.00 a.m. or any adjournment thereof.

Voting ID
Task ID
Shareholder Reference Number
Please read the notes (including the notes contained in the Notice of AGM) carefully.
I/We, being (a) holder(s) of ordinary shares of £0.0001 each in the capital of the Company HEREBY APPOINT the Chair of the Meeting or
Number of shares in relation
to which the proxy may act
to be my/our proxy to vote for me/us on my/our behalf at the above-mentioned AGM of the Company and at any adjournment thereof, to attend, speak
and vote on my/our behalf. We direct that my/our votes be cast on the Resolutions set out in the Notice of AGM convening the meeting as indicated by
an 'X' in the appropriate box below and otherwise as my/our proxy shall think fit. Please indicate 'X' here if this is one of multiple proxies.
Withheld
Withheld
Against
Against
1. To receive the Directors' Report, the Audited Statement of
Accounts and Auditor's Report of the Company for the financial
year ended 31 December 2022
For
11. To re-elect Dr Gurdial (Gordon) Sanghera as a director
of the Company
For
2. To approve the Directors' Remuneration Report for the year ended
31 December 2022
12. To re-elect Dr James (Spike) Willcocks as a director of the Company
13. To appoint Deloitte LLP as auditors of the Company
3. To elect Duncan Tatton-Brown as a director of the Company 14. To authorise the Audit & Risk Committee to determine the
4. To re-elect Wendy Becker as a director of the Company remuneration of the auditors
15. To authorise the board of directors to allot shares
5. To re-elect Clive Brown as a director of the Company 16. To disapply pre-emption rights subject to approved limits*
6. To re-elect Timothy Cowper as a director of the Company 17.To further disapply pre-emption rights subject to approved limits*
7. To re-elect Sarah Gordon Wild as a director of the Company 18. To authorise the Company to make market purchases*
8. To re-elect Dr Guy Harmelin as a director of the Company 19. To authorise the Company to hold any general meeting (other than
9. To re- elect Adrian Hennah as a director of the Company an Annual General Meeting) on not less than 14 clear days' notice*
  1. To re-elect John O'Higgins as a director of the Company

* Special resolutions

20.To authorise UK political expenditure not exceeding £100,000

Signature Date

NOTES FOR COMPLETION OF THE PROXY FORM

    1. For comprehensive notes for completion of the Proxy Form, please refer to the Notice of AGM. As explained in the Notice of AGM, shareholders are encouraged to appoint the Chair of the Meeting as their proxy for the 2023 AGM.
    1. Shareholders are entitled to appoint another person to attend the meeting and vote on their behalf using the Proxy Form. The proxy need not be a shareholder. You may still attend the meeting and vote even if you return the Proxy Form, subject to government advice and restrictions in place at the time including the Company's policy on Covid-19 as further detailed in the Notice of AGM. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
    1. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution. In respect of any other business which may properly be conducted at the meeting including (without limitation) any motion to adjourn the meeting or to amend a resolution, your proxy may act at his or her discretion.
    1. A vote 'withheld' is not a vote in law.
    1. In order to be valid, this Proxy Form must be received by Equiniti by no later than 11.00 a.m. on Thursday 8 June 2023.
    1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the Proxy Form.
    1. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.