Full Press Release Details
Notice of 2025 Annual General Meeting Friday, 27th June 2025 at 11.00am Venue: Lochside House 3 Lochside Way Edinburgh EH12 9DT U.K.
77-78 Cannon Street, London, England, EC4N 6AF
Company number: 03308778
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE is hereby given that the 2025 annual general meeting of NuCana plc (the Company ) will be held on 27 June 2025 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 6 inclusive), which will be proposed as ordinary resolutions:
directors of 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.
| BY ORDER OF THE BOARD | Registered office | |
| 77-78 Cannon Street | ||
| London | ||
| England | ||
| EC4N 6AF | ||
| Martin Quinn | ||
| Company Secretary | ||
| 30 May 2025 |
YOUR VOTE IS 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.
NOTICE OF 2025 ANNUAL GENERAL MEETING
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.
The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE OF 2025 ANNUAL GENERAL MEETING
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 27 June 2025 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 6 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 II directors to retire from office this year. Cyrille Leperlier currently
serves as a Class II director. Cyrille Leperlier is retiring and (being eligible) is standing for re-election as a Class II director at the AGM. Elliott Levy currently serves as a Class II
director. Elliott Levy is retiring and (being eligible) is standing for re-election as a Class II director at the AGM. Biographical information for each director standing for re-election is included on page 7 of this Notice.
THE BOARD RECOMMENDS A VOTE FOR THE RE-ELECTION OF EACH OF CYRILLE LEPERLIER AND ELLIOTT LEVY 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 2026.
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
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 2024, 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 2024, 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 2024. 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 2024.
NOTICE OF 2025 ANNUAL GENERAL MEETING
Appendix A: Directors Biography
Cyrille Leperlier (Director, appointed 2018)
Leperlier has served as a member of our board of directors since May 2018. He brings to NuCana over 40 years of experience in the pharmaceutical and biotechnology industry. Cyrille Leperlier also served as the Chief Executive Officer of Divlal SAS
from June 2020 to November 2022. From 2009 to 2019, Cyrille Leperlier also served as Vice President of Medical Assessment for Corporate Strategy for Sanofi s Corporate Business Development and M&A Group, where, among other transactions, he
was deeply involved in Sanofi s acquisition of Genzyme. Prior to this role, Cyrille Leperlier served at Sanofi as Medical Director in Japan from 2007 to 2009 and Head of Medical Affairs, International Region from 2004 to 2007. Before joining
Sanofi, Cyrille Leperlier was Medical Director and Global Head of Clinical Development at Rhone Poulenc Rorer and previously worked for Takeda in a variety of operational and medical affairs roles. Cyrille Leperlier received an M.D. from the
University of Paris, Saint-Antoine School of Medicine and a Master in Human Biology (major in physiology) from the Medical University of Paris. He is a recognized expert in oncology drug development, strategic portfolio prioritization, and business
development, with extensive leadership experience at a number of global biotechnology and pharmaceutical companies. We believe that Cyrille Leperlier possesses specific attributes that qualify him to serve as a member of our board of directors,
including his experience in global drug development and marketing.
THE BOARD RECOMMENDS A VOTE FOR THE
RE-ELECTION OF CYRILLE LEPERLIER TO THE BOARD OF DIRECTORS.
Elliott Levy (Director, appointed 2021)
Elliott Levy has served as a member of our board of directors since November 2021. Elliott Levy has served as a Senior Advisor at Boston Consulting Group since
May 2021 and as a Venture Partner at 5AM Ventures since April 2022. Elliott Levy was Senior Vice President of Research & Development, Strategy and Operations of Amgen Inc., a biotechnology firm from June 2020 to May 2021. Prior to June
2020, Elliott Levy was also Senior Vice President of Global Development at Amgen Inc. Elliott Levy has served as the Head of Intrepid Alliance, Inc., a non-profit whose objective is to facilitate the
development of small molecule therapeutics for future pandemic agents, and as a director and Board Chair of Transcelerate Biopharma, Inc, a non-profit focused on improving and accelerating the development of
new therapeutics. Further, Elliott Levy currently serves as a director of Editas Medicines (NASDAQ: EDIT) and Kinaset Therapeutics. Elliott Levy has 24 years experience in the clinical development and regulatory approval of investigational
medicines in the biopharmaceutical industry. Elliott Levy holds an M.D. from the Yale School of Medicine and a B.A. in History from Yale College. We believe that Elliott Levy possesses specific attributes that qualify him to serve as a member of our
board of directors, including extensive experience in clinical development and regulatory approval of investigational medicines in the biopharmaceutical industry.
THE BOARD RECOMMENDS A VOTE FOR THE RE-ELECTION OF ELLIOTT LEVY TO THE BOARD OF DIRECTORS.
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