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PureTech Health plc

Proxy Solicitation & Information Statement Apr 15, 2021

4932_agm-r_2021-04-15_b9249224-ea31-4e92-83d1-98d35bf61026.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting of PureTech Health plc to be held on 27 May 2021

View the Annual Report online: https://www.puretechhealth.com/reports-presentations Cast your Proxy online...It's fast, easy and secure! You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. www.investorcentre.co.uk/eproxy PIN: SRN: Control Number: 917158

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 25 May 2021 at 4.00 pm BST (11.00 am EDT).

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. In light of the COVID-19 restrictions, all shareholders are strongly encouraged and requested to appoint the Chairman of the Meeting as their proxy. This will ensure that your vote will be counted even if attendance at the meeting is restricted. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0000 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.

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.

  • 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 702 0000 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.
All Named Holders

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).

In light of the COVID-19 restrictions, all shareholders are strongly encouraged and requested to appoint the Chairman of the

Meeting as their proxy. This will ensure that your vote will be counted even if attendance at the meeting is restricted.
*
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 Puretech Health plc to be held at 6 Tide Street Boston Massachusetts 02210 on 27 May 2021 at
4.00 pm BST (11.00 am EDT), 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.
Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
1. Ordinary Resolutions
THAT the Company's audited financial statements, the
strategic report and the reports of the directors and auditors
for the year ended 31 December 2020 be approved.
For Against Withheld 10. THAT Ms. Daphne Zohar be and is hereby re-elected as a
Director.
For Against Withheld
2. THAT the Directors' Remuneration Report be approved. 11. THAT Dr. Bharatt Chowrira be and is hereby elected as a
Director.
3. THAT the Directors' Remuneration Policy be approved. 12. THAT KPMG LLP be and is hereby reappointed as the
auditors of the Company to hold office from the conclusion of
the AGM until the conclusion of the next AGM at which
accounts are laid before the Company.
4. THAT Dr. Raju Kucherlapati be and is hereby re-elected as a
Director.
13. THAT the Audit Committee of the Company be and is hereby
authorised to agree to the remuneration of the auditors.
5. THAT Dr. John LaMattina be and is hereby re-elected as a
Director.
14. THAT the directors be authorised to allot securities pursuant
to section 551 of the Companies Act 2006.
6. THAT Ms. Kiran Mazumdar-Shaw be and is hereby elected
as a Director.
Special Resolutions
15. THAT subject to the passing of resolution 14, to disapply pre
emption rights pursuant to sections 570 & 573 of the
Companies Act 2006.
7. THAT Dame Marjorie Scardino be and is hereby re-elected
as a Director.
16. THAT subject to the passing of resolution 14 and in addition
to any authority granted under resolution 15, to further
disapply pre-emption rights pursuant to section 570 of the
Companies Act 2006 for acquisitions and specified capital
investments.
8. THAT Mr. Christopher Viehbacher be and is hereby re
elected as a Director.
17. THAT market purchases (as defined in section 693(4) of the
Companies Act 2006) be authorised.
9. THAT Dr. Robert Langer be and is hereby re-elected as a
Director.
18. THAT a general meeting other than an AGM may be called
on not less than 14 clear days' notice.

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 Date
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Concessories
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- and for
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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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