Full Press Release Details
Company number: 03308778
77-78 Cannon Street, London, England, EC4N 6AF
NOTICE OF 2018 ANNUAL GENERAL MEETING
given that the 2018 annual general meeting of NuCana plc (the Company ) will be held on 27 June 2018 at 11.00 am at The Patio Room, Norton House Hotel, Ingliston, Edinburgh, EH28 8LX, UK for transaction of the following
Ordinary Resolutions
thought fit, pass the following resolutions (1 to 10 inclusive), which will be proposed as ordinary resolutions:
To consider and, if thought fit, pass
the following resolution 11, which will be proposed as a special resolution:
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 on your behalf.
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 Regulations 2001.
TO THE RESOLUTIONS PROPOSED AT THE ANNUAL GENERAL MEETING
The resolutions to be proposed at the annual general meeting of the Company
to be held on 27June 2018 at 11.00am are set out in this Notice of annual general meeting. The following notes provide an explanation to the resolutions being put to shareholders.
Ordinary Resolutions
Resolutions 1 to 10 are proposed as ordinary resolutions. These resolutions will be passed if more than 50% of the votes are cast in favour of
Resolutions 1 to 4 Election and 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, and for any directors other than Class III directors, who were appointed by the directors
since the Company s new Articles of Association were adopted, to stand for election for the remaining portion of their term of office. Each of Isaac Cheng, Martin Mellish and Adam George currently serves as a Class III director, is
retiring and (being eligible) is standing for re-election as a Class III director at the annual general meeting. Cyrille Leperlier currently serves as a Class II director, and (being eligible) is
standing for election as a Class II director at the annual general meeting. Biographical information for each director standing for re-election and election is included on page 5 of this Notice.
Resolution 5 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 meeting. The
appointment of Ernst & Young LLP as auditors of the Company terminates at the conclusion of the annual general meeting. They have indicated their willingness to stand for reappointment as auditors of the Company until the conclusion of the
annual general meeting in 2019.
The Audit Committee has assessed the effectiveness, independence and objectivity of the auditor,
Ernst & Young LLP, and concluded that the auditor was in all respects effective.
Resolution 6 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 annual general meeting 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.
Resolution 7 Laying of accounts
The directors are required to present to shareholders at the annual general meeting, the annual accounts of the Company for the year ended
31 December 2017, the strategic report, the directors report and the auditors report on the accounts.
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 14 to [20 of the Company s annual accounts and reports for the year ended 31 December 2017. The vote is advisory in nature and
therefore no entitlement to remuneration is conditional on the passing of this resolution.
Resolution 9 Directors
In accordance with the requirements of the Act, as a company registered in England and Wales and listed on a
recognised stock exchange (Nasdaq), the Company is required to establish a Directors Remuneration Policy containing a framework of limits within which the Remuneration Committee are authorised by shareholders to operate. This Remuneration
Policy has to be annually disclosed within the Remuneration Report contained within the Company s annual report, and this policy is required to be approved by shareholders at least every three years, by the passing of an ordinary resolution at
the annual general meeting.
Shareholders are asked to approve the Directors Remuneration Policy which is set out in full on pages 21
to 25 of the Directors Remuneration Report. The vote on the Directors Remuneration Policy is binding in that, once the policy is approved, the Company will not be able to make a remuneration payment to a current or prospective director
or a payment for loss of office to a current or past director, unless that payment is consistent with the policy or has been specifically approved by a resolution of the Company s shareholders. If resolution 9 is passed, the Directors
Remuneration Policy will take effect immediately.
Resolution 10 Authority to allot shares
The directors may only allot shares or grant rights over shares if authorised to do so by shareholders.
The Board is seeking 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 640,000, such authority, unless previously revoked or varied by the Company, to expire at the conclusion of the annual general meeting or the Company to be held in 2019.
The Company, in common with other similar sized biopharmaceutical companies, intends to raise such additional funds as and when may be
necessary to implement its business and operating plans. Failure to raise funds may delay research and development activities. In light of the Company s size and status as a pre-revenue generating
company, the Board believes that equity financings are an appropriate method to support any potential future funding requirements. The Company believes that in the event of an equity financing, having authority for the allotting or granting rights
to subscribe for the Company s shares without obtaining shareholders approval and the disapplication of pre-emption rights should allow the Company to raise funds more efficiently, on the best terms
available and in a timely fashion.
Resolution 11 is a special resolution. This resolution will be passed if not less than 75% of the votes are cast in favour of it.
Resolution 11 Disapplication of pre-emption rights
The Act requires that if the Company issues new shares or grants rights to subscribe for or to convert any security into shares for cash, or
sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash
without first offering them proportionately to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights.
Therefore this resolution, which will be proposed as a special resolution subject to the passing of Resolution 10, seeks authority to enable
the directors to allot equity securities without offering them first to existing shareholders in proportion to their current holdings up to an aggregate nominal amount of 640,000, being equal to approximately 50.3% of the Company s
issued share capital as at 24 May 2018 (being the latest practicable date prior to publication of this Notice).
Appendix: Directors Biographies
Isaac Cheng (Independent Non-Executive Director, appointed May 2017)
Isaac Cheng has served as a member of our board of directors since May 2017. Previously, he was a board member of Advanced Cell Diagnostics,
Inc., and board observer of both Chimerix, Inc., and Argos Therapeutics, Inc.,
Committee Membership: Member of Audit Committee
External Appointments: Independent advisor at Morningside Technology Advisory LLC, Director of Cognoa, Inc.,Liquidia
Technologies, Inc., ArtugenTherapeutics Limited, Amylyx Pharmaceuticals Inc. and K-Gen, Inc.
Martin Mellish (Independent Non-Executive Director, appointed December 2009)
Martin Mellish has served as a member of our board of directors since December 2009. Mr Mellish trained at Price Waterhouse Coopers. Since 1994
Mr Mellish has served as the Executive Director of Aspen Advisory Services Ltd, a London-based private investment office overseeing private and publicly traded investments in North America, Europe and Asia.
Committee Membership: Member of Audit Committee
External appointments: NXD of Kensington Green (Management) Limited, Levitronix Technologies LLC, Alturki Holding, Livercyte Limited,
and Omnicyte Limited.
Adam George (Independent Non-Executive Director, appointed April 2018)
Adam George is UK Managing Director of GW Pharmaceuticals and also serves as Company Secretary. He is also Director of GW Pharma
Limited, GW Research Limited and GWP Trustee Company Limited. Previously Mr George was GW Pharmaceutical s CFO. He holds a BSc in Biology from Bristol University and is a chartered accountant.
Committee membership: Chair of Audit Committee
External appointments: As above
Cyrille Leperlier (Independent Non-Executive Director, appointed May 2018)
Dr Leperlier bring over 30 years of experience in the pharmaceutical and biotechnology industry. Most recently Dr Leperlier served as Senior
Scientific Advisor for Sanofi s Corporate Business Development and M&A Group. Prior to this Dr Leperlier served as Medical Director in Japan for Sanofi. He has a MD from University of Paris, and a Masters in Human Biology.
Committee membership: None
External appointments: None