| 2023-06-26 |
股东大会：
将于2023-07-12召开股东大会
会议内容 ▼▲
- 1.THAT Peter Allen be removed from office as a director of the Company with immediate effect.
2.THAT Michael S. Baldock be removed from office as a director of the Company with immediate effect.
3.THAT Sally W. Crawford be removed from office as a director of the Company with immediate effect.
4.THAT in the event any director of the Company is appointed after the Company’s receipt of the general meeting request dated 30 May 2023 and prior to this meeting, each such director be removed from office as a director of the Company with immediate effect.
5.THAT Dr. Jonathan Milner, having consented to act, be appointed as Director of the Company with immediate effect.
6.THAT Dr. Jonathan Milner, having been appointed a Director of the Company, be further appointed to the position of Executive Chairman of the Company with immediate effect.
7.THAT it is the consensus of the shareholders that, promptly after the conclusion of this meeting, the Board of Directors shall conduct a thorough search for candidates and shall appoint at least two additional, independent, highly qualified Directors to the Board whose qualifications will include significant capital allocation and biotechnology company operating experience.
8.THAT the expenses incurred by Dr. Milner and those acting on his behalf in connection with his engagement with the Company in respect of the request to convene a general meeting be reimbursed by the Company.
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| 2021-06-02 |
股东大会：
将于2021-07-01召开股东大会
会议内容 ▼▲
- 1.THAT, subject to and conditional upon the passing of resolution 2, the Remuneration Policy, as set out in Appendix 1 to the circular containing this Notice of Meeting be approved.
2.THAT the adoption of the rules of the Profitable Growth Incentive Plan, the principal terms of which are summarised in Appendix 2 of the circular containing this Notice of Meeting, and produced in draft to the General Meeting and for the purposes of identification initialled by the Chairman, be approved and the Directors be authorised to do all such acts and things necessary to establish the Profitable Growth Incentive Plan, including making such modifications to the Profitable Growth Incentive Plan as they may consider appropriate for the implementation of the Profitable Growth Incentive Plan and to adopt the Profitable Growth Incentive Plan as so modified.
3.Authority to allot shares (ordinary resolution) THAT the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company pursuant to section 551 of the Companies Act 2006 (Act):
i.up to a maximum nominal value of ￡151,165;
ii.comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of ￡302,330 (such amount to be reduced by any allotments or grants made under (i) above) in connection with or pursuant to an offer by way of a rights issue; such authorities to apply in substitution for all previous authorities pursuant to section 551 of the Act and to expire at the conclusion of the next AGM of the Company or, if earlier, the date 15 months after the date of passing this resolution, but in each case so that the Company may before such expiry make offers or enter into agreements during the relevant period which would or might require shares to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after the authority ends. For the purposes of this resolution, ‘rights issue’ means an offer to:
a.ordinary shareholders on the register of members at such record date as the Directors may determine in proportion (as nearly as practicable) to their existing holdings;
b.holders of other classes of equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, 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, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.
4.Disapplication of pre-emption rights (special resolution) THAT, subject to resolution 3 being passed, the Directors be and are hereby authorised, pursuant to section 570 of the Companies Act 2006 (Act) and Article 17 of the Articles of Association of the Company, to allot equity securities (as defined in section 560 of the Act) for cash and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale and provided that this power shall be limited to:
i.the allotment of equity securities or sale of treasury shares in connection with or pursuant to an offer or issue by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings;
ii.the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities or sale of treasury shares up to an aggregate nominal value of ￡22,675, such authority to apply in substitution for the previous authority pursuant to section 570 of the Act and to expire at the conclusion of the next AGM of the Company or, if earlier, the date 15 months after the date of passing this resolution but, in each case, prior to its expiry 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 and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
5.Additional disapplication of pre-emption rights (special resolution) THAT, subject to resolution 3 being passed, and in addition to the power conferred by resolution 4, the Directors be and are hereby authorised, pursuant to section 570 of the Companies Act 2006 (Act) and Article 17 of the Articles of Association of the Company, to allot equity securities (as defined in section 560 of the Act) for cash and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale and provided that this power shall be limited to:
i.be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of ￡22,675;
ii.only be used 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 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 apply in substitution for the previous authority pursuant to section 570 of the Act and to expire at the conclusion of the next AGM of the Company or, if earlier, the date 15 months after the date of passing this resolution but, in each case, prior to its expiry 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 and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
6.Purchase of own shares by the Company (special resolution) THAT the Company be and is generally and unconditionally authorised, pursuant to Article 10 of the Articles of Association of the Company and pursuant to section 701 of the Companies Act 2006 (Act), to make market purchases (as defined in section 693(4) of the Act) of its own ordinary shares of 0.2 pence each in the capital of the Company provided that:
i.the maximum number of ordinary shares hereby authorised to be purchased is 22,674,772;
ii.the minimum price (exclusive of expenses) which may be paid for an ordinary share is 0.2 pence;
iii.the maximum price which may be paid for an ordinary share shall not be more than the higher of:
(1) 5% above the average market value for the five business days before the date on which the contract for the purchase is made;
(2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;
iv.the authority to apply in substitution for the previous authority pursuant to section 701 of the Act and expire at the conclusion of the next AGM of the Company or, if earlier, the date 15 months after the date of passing this resolution (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
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