SHIELD THERAPEUTICS PLC — AGM Information 2022

Jul 27, 2022

Company number: 09761509

THE COMPANIES ACT 2006

SHAREHOLDER RESOLUTIONS

of

SHIELD THERAPEUTICS PLC

Passed on 27 July 2022

At the annual general meeting of the company, duly convened and held at 2:00 p.m. on 27 July 2022, the following resolutions were duly passed by the company, in relation to resolutions 1 to 10 as ordinary resolutions, and in relation to resolutions 11 and 12 as special resolutions:

ORDINARY RESOLUTIONS

• $1.$ To receive and adopt the Annual Report and Accounts for the financial year ended 31 December 2021.
• $2.$ To re-elect Hans Peter Hasler as a Director of the Company.
• $3₁$ To re-elect Peter Llewlyn-Davies as a Director of the Company.
• $4.$ To re-elect Dr Christian Schweiger as a Director of the Company.
• 1. To re-elect Hans Fabiana Lacerca-Allen as a Director of the Company.
• 1. To re-elect Anders Lundstrom as a Director of the Company.
• 1. To re-elect Greg Madison as a Director of the Company.
• To reappoint KPMG LLP as auditor of the Company to hold office from the conclusion of 8 the AGM until the conclusion of the next Annual General Meeting at which accounts are laid.
• To authorise the Directors to determine the remuneration of KPMG LLP 9
• 1. To resolve that the Directors be and are hereby generally and unconditionally authorised. for the purposes of Section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into. shares:
• a. up to a maximum nominal amount (within the meaning of Sections 551(3) and (6) of the Companies Act 2006) of £1,079,881 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such amount); and
• b. comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to an aggregate nominal amount (within the meaning of Sections 551(3) and (6) of the Companies Act 2006) of £2,163,005 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of Ordinary Shares in proportion (as nearly as practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever.

these authorisations to expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, 27 October 2023, unless previously revoked or varied by the Company (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry, and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired). This resolution revokes and replaces all unexercised allotment authorities previously granted to the Directors.

SPECIAL RESOLUTIONS

• 1. To resolve that, subject to the passing of Resolution 10 set out above, the Directors be and are hereby given power pursuant to Sections 570(1) and 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) for cash pursuant to the authorisation conferred by that resolution, as if Section 561 of the Companies Act 2006 did not apply to any such allotment, provided that such authority be limited:
• a. to the allotment of equity securities for cash in connection with or pursuant to an offer of, or invitation to acquire, equity securities (but in the case of the authorisation granted under Resolution 10(b) above, by way of a rights issue only) in favour of holders of Ordinary Shares in proportion (as nearly as practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or practical difficulties which may arise under the laws of. or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever: and
• b. to the allotment of equity securities under paragraph (a) of Resolution 10 (otherwise than under paragraph (a) above) up to a nominal amount of £162,144,

such authority to expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 27 October 2023), unless previously revoked or varied by the Company (save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement as if the power conferred hereby had not expired).

• 1. To resolve that, subject to the passing of Resolution 10 set out above, the Directors be and are hereby given power, in addition to any authority granted under Resolution 11(b) above and pursuant to Sections 570(1) and 573 of the Companies Act 2006, to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) for cash pursuant to the authorisation conferred by that resolution, as if Section 561 of the Companies Act 2006 did not apply to any such allotment, provided that such authority be:
• a. limited to the allotment of equity securities up to a nominal amount of £162,144; and
• b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

such authority to expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 27 October 2023), unless previously revoked or varied by the Company (save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired)

. . . . . . . ووووو . . . Chairman

PRESENTED BY: Taylor Wessing LLP 5 New Street Square London EC4A 3TW Tel: 020 7300 7000