Shield Therapeutics : Notice of Annual General Meeting 2023

Shield Therapeutics plc

Notice of Annual General Meeting 2023

NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting ("AGM") of Shield Therapeutics plc (the "Company") will be held at the offices of Shield Therapeutics plc, at Northern Design Centre, Baltic Business Quarter, Gateshead Quays, England NE8 3DF, on 28th June 2023 at 2.00pm (the "Meeting"), to consider and, if thought fit, pass the following resolutions.

It is intended to propose Resolutions 1 to 10 as ordinary resolutions and Resolutions 11 and 12 as special resolutions.

1. To receive and adopt the Annual Report and Accounts for the financial year ended 31 December 2022. (Resolution 1)
2. To re-elect Hans Peter Hasler as a Director of the Company. (Resolution 2)
3. To re-elect Peter Llewellyn-Davies as a Director of the Company. (Resolution 3)
4. To re-elect Dr Christian Schweiger as a Director of the Company. (Resolution 4)
5. To re-elect Fabiana Lacerca-Allen as a Director of the Company. (Resolution 5)
6. To re-elect Anders Lundstrom as a Director of the Company. (Resolution 6)
7. To re-elect Greg Madison as a Director of the Company. (Resolution 7)
8. To appoint Mazars LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next Annual General Meeting at which accounts are laid. (Resolution 8)
9. To authorise the Directors to determine the remuneration of Mazars LLP. (Resolution 9)
10. Authority to allot shares
    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:
11. 1. up to a maximum nominal amount (within the meaning of Sections 551(3) and (6) of the Companies Act 2006) of £3,561,617 which is 33.3% of issued share capital of 713,036,342 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such amount); and
    2. 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 £7,133,929, which is 66.7% of issued share capital of 713,036,342 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer to 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, 28th September 2024, 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. (Resolution 10)

11. Disapplication of pre-emption rights

That, subject to the passing of Resolution 10 above, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings, 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
2. to the allotment of equity securities (otherwise than under paragraph (A) above) up to a nominal amount of £1,069,554; and
3. to the allotment of equity securities (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 end of the next AGM of the Company (or, if earlier, at the close of business on 28th September 2024 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 after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Shield Therapeutics plc

Notice of Annual General Meeting 2023 continued

Notice of Annual General Meeting notes:

The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.

1. To be entitled to vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered on the Register of Members of the Company at close of trading on 26th June 2023. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.
2. Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to arrive at the Meeting venue at least 20 minutes prior to the commencement of the Meeting at 2.00pm (BST) on 28th June 2023 so that their shareholding may be checked against the Company's Register of Members and attendances recorded. The Company will provide a facility for shareholders to join the AGM online and telephonically if they are unable to attend the Meeting in person and there will be an opportunity for shareholders to ask questions. In order to facilitate the process, the Board requests that if shareholders intend to attend virtually, the shareholders register for the Meeting and submit questions in advance, before 2.00pm (BST) on 26th June 2023. To register for dial-in details and to submit any questions please contact Walbrook PR via email at shield@walbrookpr.com or call 020 7933 8787.
3. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that shareholder. A proxy need not be a shareholder of the Company.
4. 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 on the Company's Register of Members in respect of the joint holding (the first named being the most senior).
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
6. You can vote either:
7. • by logging on to www.signalshares.com and following the instructions; if you need help with voting online please contact our registrar, Link Group, on 0371 664 0391 if calling from the UK, or +44 (0)371 664 0391 if calling from outside of the UK (calls are charged at the standard geographic rate and will vary by provider). Calls outside the United Kingdom will be charged at the applicable international rate. Alternatively, email Link Group at shareholderenquiries@ linkgroup.co.uk; or
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

In order for a proxy appointment to be valid, an online form of proxy must be completed. In each case, the form of proxy must be received by Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, by 2.00pm on 26th June 2023.

1. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
2. The return of a completed online form of proxy, electronic filing or any CREST Proxy Instruction (as described in Note 11 below) will not prevent a shareholder from attending the Meeting in person by joining the conference call with the link provided.
3. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). 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.
4. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 2.00pm on 26th June 2023. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer'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.
5. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International 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(s), 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. 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.