| No. |
Proposition |
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For |
Against |
Abstain |
| 1 |
Ordinary resolution to re-elect Mr. Aaron Berg as a director. |
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| 2 |
Ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director. |
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| 3 |
Ordinary resolution to re-elect Mr. Keith L. Horn as a director. |
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| 4 |
Ordinary resolution to re-elect Mr. Odysseas Kostas, M.D. as a director. |
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| 5 |
Ordinary resolution to re-elect Mr. Louis Sterling III as a director. |
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| 6 |
Ordinary resolution to re-elect Ms. Diane E. Sullivan as a director. |
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| 7 |
Ordinary resolution to re-elect Mr. Michael Torok as a director. |
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| 8 |
Ordinary resolution to approve, on a non-binding, advisory basis, the compensation of the Companys named executive officers for the fiscal year ended December 31, 2025 as described on pages 34 to 66 of the accompanying Proxy Statement. |
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| 9 |
Ordinary resolution to appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which annual accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to agree to the auditors remuneration as described on pages 11 to 12 of the accompanying Proxy Statement. |
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| 10 |
Ordinary resolution to generally and unconditionally authorize the Board of Directors of the Company (the Board) to issue shares in the Company or grant rights to subscribe for shares of the Company up to an aggregate nominal amount of £37,750,000 (which is equal to approximately 18% of the existing issued share capital) as described on pages 13 to 14 of the accompanying Proxy Statement. |
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| 11 |
Ordinary resolution to amend and restate the Companys 2020 Stock Incentive Plan, and increase the share reserve thereunder by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options by 15,000,000 Ordinary Shares. |
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| 12 |
Special resolution to give power to the Board to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (which is equal to approximately 10% of the existing issued share capital) as described on pages 22 to 23 of the accompanying Proxy Statement. |
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| 13 |
Special resolution to authorize and approve that, with effect from the conclusion of the Annual General Meeting, the amended and restated articles of association of the Company (the New Articles) reflecting the proposed amendments to the existing articles of association of the Company described on page 24 of the accompanying Proxy Statement, produced to the meeting and signed by the Chairman for the purposes of identification, be adopted as the articles of association of the Company in ...(due to space limits, see proxy material for full proposal). |
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