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Notice f 2024 Annual General Meeting Tuesday, 18th June 2024 at 11.00am Venue: Lochside House 3 Lochside Way Edinburgh EH12 9DT U.K.
Cannon Street, London, England, EC4N 6AF
Company number: 03308778
NOTICE OF 2024 ANNUAL GENERAL MEETING
NOTICE is hereby given that the 2024 annual general meeting of NuCana plc (the Company ) will be held on 18 June 2024 at 11.00am at Lochside
House, 3 Lochside Way, Edinburgh EH12 9DT, UK for transaction of the following business:
Ordinary Resolutions
To consider and, if thought fit, pass the following resolutions (1 to 7 inclusive), which will be proposed as ordinary resolutions:
To consider and, if thought fit, pass the following resolution 8, which will be proposed as a special resolution:
the Company consider that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The directors unanimously recommend that you
vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.
IMPORTANT. Members will be able to attend the AGM in person however you are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. Further details on how shareholders can appoint
the Chair of the meeting as their proxy are set out in this document.
The following notes explain your general rights as a member and your right to attend and vote at the annual general meeting or to appoint someone else to vote
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special
procedures for any particular messages. 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 takes) such action as shall be necessary to ensure that a message is transmitted by any particular
time. Reference should be made to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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.
EXPLANATORY NOTES TO THE RESOLUTIONS PROPOSED AT THE ANNUAL GENERAL MEETING
The resolutions to be proposed at the AGM of the Company to be held on 18 June 2024 at 11.00am are set out in this Notice of AGM. The following notes
provide an explanation to the resolutions being put to shareholders.
Ordinary Resolutions
Resolutions 1 to 7 are proposed as ordinary resolutions. Assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is
approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. On a poll, an ordinary resolution is passed if it is approved by holders representing a simple
majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
- 2: Re-election of directors
Under the Company s Articles of Association there are three classes of board members (Class I, Class II and Class
III) with each class having a specified term of office. The Company s Articles of Association require the Class III directors to retire from office this year. Adam George currently serves as a Class III director. Adam George is retiring and
(being eligible) is standing for re-election as a Class III director at the AGM. Martin Mellish currently serves as a Class III director. Martin Mellish is retiring and (being eligible) is standing for re-election as a Class III director at the AGM.
Biographical information for each director standing for re-election is included on page 9 of this Notice.
THE BOARD RECOMMENDS A VOTE FOR THE
RE-ELECTION OF EACH OF ADAM GEORGE AND MARTIN MELLISH TO THE BOARD OF DIRECTORS.
Resolution 3: Re-appointment of auditors
The Act requires that auditors be appointed at each general meeting, at which accounts are laid, to hold office until the next AGM. The appointment of
Ernst & Young LLP as auditors of the Company terminates at the conclusion of the AGM. They have indicated their willingness to stand for reappointment as auditors of the Company until the conclusion of the AGM in 2025.
The Audit Committee has assessed the effectiveness, independence and objectivity of the auditors, Ernst & Young LLP, and concluded that the auditors
were in all respects effective.
THE BOARD RECOMMENDS A VOTE FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS.
Resolution 4: Authorising and fixing the remuneration of the auditors
This resolution gives authority to the directors to determine the auditors remuneration.
It is normal practice for shareholders to resolve at the AGM that the directors shall decide on the level of remuneration of the auditors for the audit work
to be carried out by them in the next financial year. The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the next audited accounts of the Company.
THE BOARD RECOMMENDS A VOTE FOR THE AUTHORISATION OF THE DIRECTORS TO DETERMINE THE AUDITORS REMUNERATION.
Resolution 5: Laying of accounts
required to present to shareholders at the AGM, the annual accounts of the Company for the year ended 31 December 2023, the Strategic Report, the Directors Report and the Auditors Report on the accounts.
THE BOARD RECOMMENDS A VOTE FOR THE RESOLUTION TO RECEIVE THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2023, THE STRATEGIC REPORT,
THE DIRECTORS REPORT AND THE AUDITORS REPORT ON THE ACCOUNTS.
Resolution 6: Directors Remuneration Report
Shareholders are invited to cast their vote on the Directors Remuneration Report, in accordance with Section 439 of the Act. The Directors
Remuneration Report is set out on pages 17 to 26 of the Company s annual accounts and reports for the year ended 31 December 2023. The vote is advisory in nature and therefore no entitlement to remuneration is conditional on the passing of
THE BOARD RECOMMENDS A VOTE FOR THE RESOLUTION TO RECEIVE AND APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2023.
Background to Resolution 7 and Special Resolution 8
As a matter of U.K. company law, directors of a company incorporated in England must have authority from shareholders to allot or grant rights to subscribe
for, or to convert any security into, the company s shares. In addition, when an allotment of shares is for cash, the company must first offer those shares on the same terms to existing shareholders of the company on a pro-rata basis (commonly
referred to as statutory pre-emption rights) unless these statutory pre-emption rights are dis-applied, by approval of the shareholders.
Resolutions 7 and 8, which we refer to as our Share Issuance Proposals, ask our shareholders for
authority for the directors to allot shares or grant rights over shares up to an aggregate nominal amount of 20,000,000 and the power for the directors to allot shares or grant rights over shares for cash up to an aggregate nominal amount of
20,000,000 on a non-preemptive basis. This authority and power would expire at the conclusion of our 2025 AGM.
Many of our peer companies are
listed and incorporated in the United States, and are thus not subject to similar share issuance restrictions. We are asking you to approve our Share Issuance Proposals to allow us to continue to execute on our business and growth strategy in a
timely and competitive manner.
Should our shareholders not approve resolutions 7 and 8, whilst we appreciate that we would still have the ability to seek
shareholder approval in connection with a specific issuance of shares on a case-by-case basis by convening general meetings from time to time, we do not believe that such an approach is a workable alternative to obtaining approval of resolutions 7
and 8 at the AGM as we propose. The uncertainty as to whether we could obtain shareholder approval for a specific issuance, as well as the delays we would experience in seeking and obtaining such approval, could be harmful to the terms of such a
share issuance. In addition, the case-by-case approval approach ignores market windows and other deal timing and competitive realities.
requirement to first offer shares, that we propose to issue for cash, to all of our existing shareholders in time-consuming pro-rata rights offerings would considerably reduce the speed at which we could complete capital-raising activities
undertaken in furtherance of our growth strategy, would increase our costs, might otherwise make it difficult or impossible for us to complete such transactions, and could put us at a distinct competitive disadvantage relative to our peer companies.
Access to capital and the ability to raise equity capital at short notice have been important factors that have contributed to our ability to execute our
long-term growth strategy. In practice, offering shares to existing shareholders in accordance with U.K. statutory pre-emption rights can be time-consuming, so U.K. market practice for listed companies is to annually seek a shareholder resolution
waiving or dis-applying pre-emption rights over new share issuances for cash, up to an agreed limit. We fully appreciate that our proposals are in excess of the investment advisory guidance in this regard and for this reason, our proposals may
attract a negative voting recommendation from certain proxy advisory firms. However, we have an established track record since our IPO in October 2017 of securing annual shareholder support for a resolution dis-applying pre-emption rights over
amounts of share capital in excess of the investment advisory guidance. Using these authorities, we have responsibly raised capital in order to execute our business plan.
We believe the request for authorisation and disapplication of pre-emption rights sought will provide us with the continued flexibility to raise equity
capital that we believe we may require at this stage of development of the Company. This recognises the fact that as a development-stage business, we have needed access to equity capital to ensure that we can maintain the business appropriately
capitalised to expedite our development programs. We have publicly stated that we believe our existing cash resources will be sufficient to fund the Company into 2025. We believe it is in the interests of all shareholders to ensure that we retain
the ability to raise equity capital on reasonably short notice if advisable. We propose to seek an authority (to expire at the 2025 AGM) to allot shares or grant rights over shares and under this authority to seek the power to allot shares or grant
rights over shares for cash on a non-preemptive basis over a maximum of 500,000,000 ordinary shares.
Where passed, in addition to these resolutions
giving the Company the necessary flexibility to raise equity capital, they will also give authority to allot shares or grant rights to subscribe for shares under or in connection with any existing, amended or new share option schemes or long term
incentive plans as the directors may approve without offering them first to existing shareholders in proportion to their current holdings. Importantly, this will allow the Company to maintain share option schemes with sufficient share reserves to
appropriately compensate, motivate and retain our employees, directors and consultants, thereby aligning their interests with those of our shareholders.
Many of the companies with which we compete for talent are listed and incorporated in the United States and are not subject to similar restrictions on the
authorisation of shares and disapplication of pre-emption rights related to shares. In this respect we believe the approval of Resolutions 7 and 8 is critical to enable us to continue to execute on our business strategy by attracting and retaining
qualified employees, directors and consultants in a highly competitive market for talent.
The Share Issuance Proposals are consistent with U.S. capital
markets practice and U.S. governance standards, and, if approved, will keep us on an equal footing with our peer companies which are incorporated and listed in the United States. We believe that the Share Issuance Proposals are appropriate to the
needs of the Company and in the best interests of shareholders. We are therefore asking you to approve the Share Issuance Proposals to allow us to continue to execute our business and growth strategy in a timely and competitive manner.
The Share Issuance Proposals, if approved, will
allow our Board of Directors continued flexibility to issue shares subject to other requirements of Nasdaq Stock Market and the Securities and Exchange Commission. The Share Issuance Proposals, as proposed:
Resolution 7: Authority to allot, or grant rights to subscribe for, shares
The directors may only allot shares or grant rights over shares if authorised to do so by shareholders.
Under this resolution the Board is seeking the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into
shares in the Company up to an aggregate nominal amount of 20,000,000 such authority, unless previously revoked or varied by the Company, to expire at the conclusion of the AGM of the Company to be held in 2025.
THE BOARD RECOMMENDS YOU VOTE FOR THE RESOLUTION SO AUTHORISING THE DIRECTORS.
Resolution 8 is proposed as a special
resolution. A special resolution requires the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. On a poll, a special resolution is passed if it is approved by
holders representing at least 75% of the votes cast (in person or by proxy) at the meeting who (being entitled to vote) vote on the resolution.
Resolution 8: Disapplication of pre-emption rights