20200924 - OSI AGM Resolutions 201020[1].pdf - Kate O'Brien

Please enable JavaScript to view the full PDF

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser. If you have recently sold or transferred all of your shares in Oxford Sciences Innovation plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. OXFORD SCIENCES INNOVATION PLC Notice of Annual General Meeting to be held at 10am on Tuesday 20th October 2020 at Lansdowne Partners, 15 Davies Street, London, W1K 3AG Notice of the Annual General Meeting of Oxford Sciences Innovation plc is set out from page 5 of this document. Please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the Annual General Meeting. 1 Letter from the Chairman OXFORD SCIENCES INNOVATION PLC (incorporated in England and Wales with registered number 09093331) Directors: Registered office: 46 Woodstock Road Oxford OX2 6HT Christopher Chambers (Chair) Alan Aubrey (Non-Executive Director) Sir John Bell (Non-Executive Director) Andre Crawford-Brunt (Non-Executive Director) Peter Davies (Non-Executive Director) Aneeqa Khan (Non-Executive Director) Giles Kerr (Non-Executive Director) Bernard Taylor (Non-Executive Director) Jim Wilkinson (Interim Chief Executive Officer and Chief Finance Officer) 25th September 2020 Dear Shareholder Notice of Annual General Meeting On behalf of the directors (the "Directors"), it gives me great pleasure to inform you that the Annual General Meeting ("AGM") of Oxford Sciences Innovation plc (the "Company") will be held at Lansdowne Partners, 15 Davies Street, London, W1K 3AG at 10am on Tuesday 20th October 2020. The formal notice of the Annual General Meeting is set out from page 5 of this document detailing the resolutions that the shareholders are being asked to vote on. Explanatory notes relating to the business to be conducted at the meeting are set out below. Shareholders must not attend the AGM in person As the situation with the Coronavirus continues to evolve and develop, we are closely monitoring Public Health England advice and in line with the UK Government restrictions on social gathering, shareholders must not attend the AGM in person. The Board believe that it would be in the best interests of the Company and its shareholders to reduce the AGM to the minimum necessary quorum of two shareholders (which will be facilitated by the Company). Any shareholders who do attend will not be admitted. We encourage shareholders to appoint the Chair as their proxy (either electronically or by post) with their proxy voting instruction rather than attend the AGM in person. Please vote online at www.investorcentre.co.uk/eproxy or by filling in the proxy form sent with this Notice and returning it by post to the Company’s registrars as soon as possible. The registrars must receive your proxy form by 10am on 16th October 2020. For instructions on proxy voting, please see the notes to the Notice. If you have any questions on the business of the AGM and resolutions, please e-mail kobrien@oxfordsciences (marked for the attention of the Company Secretary) in advance of the AGM. 2 Our 2020 AGM will only comprise the formal resolutions set out in the Notice of Annual General Meeting. Business of the meeting Resolution 1 relates to the presentation of the financial statements for the financial year ended 31 December 2019 together with the directors’ and auditor’s reports thereon. Resolution 2 relates to the re-appointment of the auditor and the authorisation of the directors of the Company to consider and approve their fees. Resolution 3 relates to authorising the Company and any subsidiaries of it to make donations to political parties or independent election candidates, to make donations to political organisations other than political parties and to make political expenditure. The Company has no intention to make any such donations or to make political expenditure however the statutory wording prohibiting such expenditure is so wide that the Company has been advised to take a limited authority to avoid inadvertent breach of the relevant provisions of the Companies Act 2006 (the "Act"). Resolution 4 is proposed as an ordinary resolution. Under the Act the directors of a company may only allot unissued shares in the capital of the company or grant rights to subscribe for, or covert any security into, shares in the company if they are authorised to do so by the shareholders at a general meeting or by the company's articles of association. The authority is limited to an aggregate nominal amount of £2,027,645.00 representing approximately one-third of the Company's issued ordinary share capital as at 24 September 2020 (being the last business day prior to the publication of this Notice). The Company does not currently hold any shares as treasury shares. This authority will expire at the conclusion of the next Annual General Meeting to be held in 2021 and replaces the existing authority. The directors have no present intention to use this authority but consider it describable that they should have the flexibility to allot unissued shares if circumstances arise where it may be advantageous for them to do so. Resolution 5 is proposed as a special resolution. This resolution will, if approved, renew the directors' authority to allot equity securities (as defined in the Act) for cash and otherwise than to existing shareholders pro rata to their holdings. This authority, which will expire at the conclusion of the Annual General Meeting of the Company to be held in 2021, is limited to the allotment of (a) equity securities in connection with a rights issue and (b) equity securities up to an aggregate nominal amount of £304,147.00, representing approximately 5% of the Company's issued ordinary share capital as at 24 September 2020 (being the last business date prior to the publication of this Notice). The authority will also include any sale by the Company of shares held as treasury shares. The directors intend to observe the institutional guidelines in respect of allotments of shares for cash. These presently require that the annual authority should not exceed 5% of the issued ordinary share capital and that no more than 7.5% of the issued ordinary share capital should be allotted for cash on a non-pre-emptive basis in any rolling three-year period without prior consultation with the shareholders. Resolution 6 relates to the adoption of a long-term incentive plan (“LTIP”) which is intended to provide a competitive performance-linked long-term incentive mechanism for senior employees and executive directors. A summary of the proposed terms of the LTIP is set out in Appendix 1. Recommendation The Directors consider that all the resolutions to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions. 3 Yours sincerely Christopher Chambers Chair 4 NOTICE OF ANNUAL GENERAL MEETING OXFORD SCIENCES INNOVATION PLC (incorporated in England and Wales with registered number 09093331) NOTICE IS HEREBY GIVEN that the Annual General Meeting of Oxford Sciences Innovation plc (the “Company”) will be held at 10am on 20th October 2020 at Lansdowne Partners, 15 Davies Street, London, W1K 3AG to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1,2,3,4 and 6 shall be proposed as ordinary resolutions and Resolution 5 will be proposed as a special resolution. ORDINARY RESOLUTIONS 1. To receive the Company's annual accounts for the financial year ended 31 December 2019 together with the directors' reports and the auditor's report on those accounts. 2. To re-appoint BDO LLP as auditor of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the shareholders and to authorise the directors to fix the auditor's remuneration as the directors determine. 3. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and any subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to: (a) make political donations to political parties or independent election candidates, as defined in sections 363 and 364 of the Act, not exceeding £5,000 in total; (b) make political donations to political organisations other than political parties, as defined in sections 363 and 364 of the Act, not exceeding £5,000 in total; and (c) incur political expenditure, as defined in section 365 of the Act, not exceeding £5,000 in total, in each case during the period beginning with the date of the passing of this resolution and ending 12 months after the resolution or, if sooner, the conclusion of the next Annual General Meeting of the Company after the passing of this resolution. 4. That, in substitution for all like such authorities granted by the Company in general meeting, the directors of the Company be and are hereby generally and unconditionally authorised for the purpose of the Act to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of £2,027,645.00, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2021, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to be granted, after such expiry and the board may allot shares or grant rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 6. That, (A) the establishment of the Company’s Long-Term Incentive Plan (the “LTIP”), substantially on the terms set out in the term sheet and summary in Appendix 1 to the notice of this meeting (the “Summary”), be and is hereby approved; (B) the Directors be and are hereby authorised to do all acts and things necessary to establish and carry the LTIP into effect; and (C) the Remuneration Committee of the Company, from time to time, be and hereby is authorised to: (I) Make such amendments to the structure (but not the economics) of the LTIP as it may consider necessary or appropriate based on professional advice; and 5 (II) exercise its discretion to increase the entitlement (as such term is defined in the Summary) of holders of relevant LTIP shares to participate in the net profits (after a hurdle has been cleared) for any investment vintage commencing after the 2019/20 investment vintage from 10 per cent. to an amount not exceeding 12.5 per cent SPECIAL RESOLUTION 5. That, subject to the passing of resolution 4 and in substitution for any like such authority granted by the Company in general meeting, the directors of the Company be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 4 as if sub- section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to the allotment: (a) of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them provided that the board may make such arrangements or exclusions as it considers necessary or expedient in respect of fractional entitlements or any legal or practical problems arising in any overseas territory or the requirements of any regulator4y body or stock exchange; and (b) (otherwise than pursuant to paragraph (a) above), of equity securities up to an aggregate nominal amount of £304,147.00 and shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2021, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the board may allot equity securities in pursuant of such an offer or agreement as if the power conferred hereby had not expired. By Order of the Board Kate O’Brien Company Secretary 25 September 2020 Registered office: 46 Woodstock Road Oxford OX2 6HT 6 NOTES 1. As soon as practicable following the meeting, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced on the Company’s website at www.oxfordsciences.com 2. If you are a shareholder entitled to attend, speak and vote at the AGM, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the meeting. A proxy need not be a shareholder of the Company but must attend the AGM to represent you. In light of the current circumstances and the recent Government advice you are encouraged to use your right to appoint the Chair of the AGM as your proxy to attend the meeting and vote on your behalf. Your proxy must vote as you instruct and must attend the AGM for your vote to be counted. If you do not have a proxy form and believe that you should have one, please contact Computershare on 0370 703 0055. Lines are open from 8.30am to 5.30pm (UK time), Monday to Friday, or you can contact Computershare by email at [email protected]. 3. To be valid, proxy appointments must be received at the Company’s Registrars (Computershare Investor Services PLC, The Pavilion, Bridgwater Road, Bristol BS99 6ZY United Kingdom), by post or electronically, no later than 10 am on 16th October 2020, or in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day). 4. Shareholders may vote electronically, by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Shareholder Reference Number (SRN), Control Number and PIN shown on your proxy card and agree to certain terms and conditions. CREST shareholders may lodge their proxy via the CREST system (see notes 10 to 13). 5. A shareholder may change proxy instructions by returning a new proxy form using the methods set out above. A shareholder who has appointed a proxy using the hard copy proxy form but would like to change instructions using another hard copy form, should contact Computershare on 0370 703 0055. The above deadline for receipt of proxy forms also applies to amended instructions. Any attempt to terminate or amend a proxy form after the relevant deadline will be disregarded. 6. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 11 below) will not prevent a shareholder attending the AGM and voting in person if they wish to do so, although in light of recent Government guidance shareholders are asked to not attend the meeting. Any shareholders who do attend will not be admitted. 7. The statement of the rights of shareholders in relation to the appointment of proxies in note 2 above does not apply to Nominated Persons. The rights described in note 2 can only be exercised by shareholders of the Company. 8. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00pm on 16 October 2020 (or, in the event of any adjournment, on the date which is two days before the date of any adjourned meeting (excluding any part of a day that is not a working day)). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 9. As at 24th September 2020, being the last practicable day prior to the date of this Notice, the Company’s issued share capital consisted of 608,293,334 Ordinary Shares, carrying one vote each and 11,553,045 Special Shares with no voting rights. Therefore, the total voting rights in the Company as at that date are 608,293,334. 10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a 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. 11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the 10 Company’s agent, Computershare Investor Services PLC (ID 3RA50), by 10 am. on 16th October 2020 (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 13. 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. 14. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 15. A corporation must execute the form of proxy under its common seal or the hand of a duly authorised officer or attorney. The power of attorney or authority (if any) should be returned with the form of proxy. 16. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holding (the first-named being the most senior). 17. If a shareholder submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which appointment was received last, none of them will be treated as valid in respect of that share. 18. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 19. The Company may process personal data of attendees at the AGM. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data. The Company shall process such personal data in accordance with its privacy policy which can be found on the Company’s website at www.oxfordsciences.com 20. A copy of this Notice can be found on the Company’s website at www.oxfordsciences.com 21. Any electronic address provided either in this Notice or any related documents (including the form of proxy) may only be used for the limited purposes specified herein and not to communicate with the Company by electronic means or for any other more general purpose. 11