Recent Updates
Recently added Catalysts
SLN Neutral Sentiment Score: 50/100

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this Document, please take advice from a stockbroker, solicitor, accountant or ot

Key Takeaway: Silence Therapeutics plc has issued an important document addressing shareholders regarding the upcoming Annual General Meeting (AGM) scheduled for May 17, 2024. The document details procedural requirements for shareholders, including proxy voting instructions and the option to attend the meeting remotely via the Lumi Meeting Platform. Additionally, it highlights a cautionary note regarding forward-looking statements and encourages recipients to seek independent professional advice as necessary.

Market Sentiment Analysis

POSITIVE FACTORS

  • Shareholders have the option to attend meetings remotely.
  • The document provides clear instructions for proxy voting.
  • The AGM is set to discuss important resolutions.

Full Press Release Details

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this Document, please take advice from a stockbroker, solicitor, accountant or other
independent professional adviser.
If you have sold or otherwise transferred all of your holdings of Ordinary Shares, you should immediately forward this
Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some of
your Ordinary Shares, you should contact the bank, stockbroker or other agent through whom the sale or transfer was effected. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would
constitute a violation of the relevant laws of such jurisdiction.
The Notice of Annual General Meeting to be held at 221 River Street, 9th Floor,
Hoboken, NJ 07030 and electronically via the Lumi Meeting Platform at 8:00 a.m. EDT (1:00 p.m. BST) on Friday 17 May 2024 is set out at the end of this Document.
For Shareholders unable to attend in person, we are pleased to be able to provide a facility for Shareholders to attend the Annual General Meeting remotely
via the Lumi Meeting Platform, through which Shareholders will be able to vote and submit questions live during the Annual General Meeting.
effective, all proxy votes must be submitted at www.signalshares.com so as to have been received by the Registrar not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment of it (not taking into account any
part of a day that is not a working day). If a paper form of proxy is requested from the Registrar, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received not less than 48 hours
before the time of the Annual General Meeting or any adjournment of it (not taking into account any part of a day that is not a working day). A proxy may also be appointed by CREST members by using the electronic proxy appointment service.
SILENCE THERAPEUTICS PLC
(Incorporated and registered in England and Wales under the Companies Act 2006 with company number 02992058)
Notice of Annual General Meeting
person should construe the contents of this Document as legal, tax or financial advice and recipients of this Document should consult their own advisers as to the matters described in this Document.
This Document should be read as a whole. Your attention is drawn to the letter from Iain Ross, the Non-Executive
Chairman of the Company, on pages 6 to 9 of this Document in which the Directors recommend that you vote in favour of each of the Resolutions to be proposed at the Annual General Meeting referred to below.
Copies of this Document will be available on the Company s website at www.silence-therapeutics.com.
Cautionary note regarding forward-looking statements
This Document contains statements about the Company that are or may be forward-looking statements . All statements, other than statements of
historical facts, included in this Document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words targets , plans , believes , expects ,
aims , intends , will , may , should , anticipates , estimates , projects or words or terms of similar substance, or the negative thereof, are forward-looking
statements. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. These factors are discussed in the Risk Factors section of filings that the Company makes
with the SEC, including its Annual Report on Form 20-F for the year ended 31 December 2023, subsequent reports on Form 6-K and other documents filed by the Company
from time to time with the SEC. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any
results, performance or achievements expressed or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future.
Past performance is not a guarantee of future performance. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation, the Company does not undertake any obligation to update publicly
or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent forward-looking statements
attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Document are based on information available to the Directors
of the Company at the date of this Document, unless some other time is specified in relation to them, and the posting or receipt of this Document shall not give rise to any implication that there has been no change in the facts set forth herein
Notice to overseas persons
distribution of this Document in certain jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.
DEFINITIONS 4
LETTER FROM THE CHAIRMAN OF SILENCE THERAPEUTICS PLC 6
NOTICE OF ANNUAL GENERAL MEETING 10
The following words and expressions apply throughout this Document and the Notice of Annual General Meeting, unless the context requires otherwise:
Act the Companies Act 2006 (as amended);
ADSs American Depositary Shares, each representing three Ordinary Shares;
Annual General Meeting the Annual General Meeting of the Company to be held at 221 River Street, 9th Floor, Hoboken, NJ 07030 and via the Lumi Meeting Platform at 8:00 a.m. EDT (1:00 p.m. BST) on Friday 17 May 2024, notice of which is set out on page 10 of this Document;
AIM the market of that name operated by London Stock Exchange plc;
AIM Cancellation the cancellation of the Ordinary Shares from admission to trading on AIM, which became effective on 30 November 2021;
Articles the articles of association of the Company in force as at the date of this Document;
BST British Summer Time;
City Code the City Code on Takeover and Mergers as promulgated by the Panel on Takeovers and Mergers, as amended from time to time;
Company or Silence Silence Therapeutics plc;
CREST the computerised settlement system to facilitate transfer of title to or interest in securities in uncertificated form operated by Euroclear UK & International Limited;
Directors or Board the directors of the Company as at the date of this Document, being Iain Ross, Craig Tooman, Dr. Michael Davidson, James Ede-Golightly, Alistair Gray and Dave Lemus;
Directors Remuneration Policy the Directors remuneration policy set out on pages 33 to 45 of the UK Annual Report;
Directors Remuneration Report the Directors remuneration report set out on pages 32 to 52 of the UK Annual Report;
Document this document, which contains the Notice of Annual General Meeting;
EDT Eastern Daylight Time;
Existing Issued Share Capital the existing issued Ordinary Shares in the capital of the Company, which as at 11 April 2024 is 139,846,311 Ordinary Shares;
Lumi Meeting Platform the electronic facility via which Shareholders can attend, participate in and vote at the Annual General Meeting;
Nasdaq the Nasdaq Global Market;
Notice of Annual General Meeting the notice convening the Annual General Meeting as set out on page 10 of this Document;
Ordinary Shares ordinary shares of 0.05 each in the capital of the Company;
Registrar Link Market Services Limited, trading as Link Group, the Company s registrar;
Remuneration Committee the remuneration committee of the Board;
Resolutions the resolutions to be proposed at the Annual General Meeting as set out in the Notice of Annual General Meeting, and each a Resolution ;
SEC the U.S. Securities and Exchange Commission;
Shareholders the holders of Ordinary Shares;
U.K. or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Annual Report the reports and financial statements for the Company for the year ended 31 December 2023; and
U.S. or United States the United States of America.
Letter from the Chairman of Silence Therapeutics plc
(Registered and incorporated in England and Wales under the Act with company number 02992058)
Directors: Registered Office:
Iain Ross (Non-Executive Chairman) 27 Eastcastle Street
Craig Tooman (President & Chief Executive Officer) London
Dr. Michael Davidson (Non-Executive Director) W1W 8DH
James Ede-Golightly (Non-Executive Director)
Alistair Gray (Senior Independent Non-Executive Director)
Dave Lemus (Non-Executive Director)
Notice of Annual General Meeting
I am pleased to invite you to our 2024 Annual General Meeting which will be held at 221 River Street, 9th Floor, Hoboken, NJ 07030 and electronically via the
Lumi Meeting Platform at 8:00 a.m. EDT (1:00 p.m. BST) on Friday 17 May 2024. Shareholders unable to attend in person will be able to attend the Annual General Meeting remotely via the Lumi Meeting Platform, through which Shareholders will be
able to vote and submit questions live during the Annual General Meeting.
In addition to highlighting the business to be transacted at the Annual General
Meeting, this Document explains the background to the Resolutions that will be considered at the Annual General Meeting, why the Directors consider the Resolutions to be in the best interests of Shareholders as a whole and why they recommend that
you vote in favour of the Resolutions.
In the event that there are any changes to the arrangements for holding the Annual General Meeting, we will
announce any changes (such as timing or venue) as soon as practicably possible through the Company s website and via SEC filing.
You will not receive a hard copy form of proxy with this Document. Instead, you will be able to submit a proxy electronically using the link
www.signalshares.com. You will need to log into your Signal Shares account or register if you have not previously done so. To register you will need your Investor Code which is detailed on your share certificate or available from the Registrar.
Proxies submitted electronically must be submitted by no later than 8:00 a.m. EDT (1:00 p.m. BST) on Wednesday 15 May 2024.
You may request a hard
copy form of proxy directly from the Registrar at shareholderenquiries@linkgroup.co.uk or on +44(0)371 664 0300. 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. Lines are open between 9:00 a.m. and 5.30 p.m. (BST), Monday to Friday excluding public holidays in England and Wales. Hard copy forms of proxy must be received by no later than 8:00 a.m. EDT (1:00 p.m. BST) on
Wednesday 15 May 2024.
A proxy may also be appointed by CREST members, by using the CREST electronic proxy appointment service, further details of
which are set out in the notes to the Notice of Annual General Meeting. Proxies submitted via CREST (under ID RA10) must be sent as soon as possible and in any event so as to be received by no later than 8:00 a.m. EDT (1:00 p.m. BST) on Wednesday
15 May 2024 in order to be valid.
The completion and return of a hard copy form of proxy, submitting a proxy instruction electronically or
submitting a CREST proxy instruction will not preclude Shareholders from attending and/or voting at the Annual General Meeting should they so wish.
The Annual General Meeting will be held at 221 River Street, 9th Floor, Hoboken, NJ 07030. Shareholders
can also attend the Annual General Meeting remotely via the Lumi Meeting Platform. The Annual General Meeting will commence at 8:00 a.m. EDT (1:00 p.m. BST) on Friday 17 May 2024. Please be prepared to provide evidence of your shareholding
In order to join the Annual General Meeting electronically and to vote and ask questions via the online platform, Shareholders will need
to connect to the following site: https://web.lumiagm.com. Lumi is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC or
Once you have accessed https://web.lumiagm.com from your web browser on a tablet or computer, you will be asked to enter the Lumi
Meeting ID which is 194-776-975. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any
leading zeros and PIN . Your PIN is the last 4 digits of your IVC. This will authenticate you as a Shareholder.
Your IVC can be found on your
share certificate, or Signal Shares users (www.signalshares.com) will find this under Manage your account when logged in to the Signal Shares portal. You can also obtain this by contacting Link, our Registrar, by calling +44 (0) 371 277
1020. For further details on attending the Annual General Meeting and voting remotely, see further notes on pages 11 to 14.
It is important to note that
Shareholders joining the Annual General Meeting via the Lumi Meeting Platform will be in attendance at the Annual General Meeting and will be able to vote at the Annual General Meeting via the Lumi Meeting Platform. However, Shareholders are
encouraged to submit their votes ahead of the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy.
all resolutions at the Annual General Meeting will be conducted by way of a poll, rather than a show of hands.
The Annual General Meeting is an important opportunity for all Shareholders to express their views by asking questions. Shareholder participation in the Annual
General Meeting continues to be very important to us. Shareholders wishing to raise any questions relating to the business of the Annual General Meeting may do so by submitting them to the Chairman via IR@silence-therapeutics.com. The Company
will endeavour to publish and maintain an appropriate summary of responses on the Shareholder Information page of its website in advance of the Annual General Meeting.
Shareholders may also submit questions during the Annual General Meeting in person or via the Lumi Meeting Platform. We will endeavour to answer all
appropriate questions during the Annual General Meeting, to the extent possible in the time allocated for the Annual General Meeting and will publish a summary of responses on the Shareholder Information page of our website following the
Annual General Meeting. Please note that Shareholders may not use any electronic address provided in this Document or in any related documents to communicate with the Company for any purpose other than those expressly stated.
We would politely remind you that the Directors will not answer questions relating to the individual rights of Shareholders at the Annual General Meeting
itself, but if you wish to submit such a question by email, we will respond to the extent we are able.
The business to be conducted at the Annual General Meeting consists of consideration of the following Resolutions. All of the Resolutions will be proposed as
ordinary resolutions. This means that for the Resolutions to pass, more than half of the votes cast must be in favour of each of the Resolutions.
Resolution 1 Annual Report and Accounts
The Directors are required by the Act to lay before the Company in general meeting copies of the directors reports, the independent auditor s report
and the audited financial statements of the Company in respect of each financial year. For the financial year ended 31 December 2023, these are all contained in the UK Annual Report.
In accordance with best practice, the Company proposes an ordinary resolution to receive and adopt the UK Annual Report, a copy of which may be found at:
Resolution 2 Approval of Directors Remuneration Report
Under provisions of the Act and regulations thereunder, the Company must prepare an annual report on Directors remuneration and put that report to an
advisory vote by way of an ordinary resolution.
We encourage Shareholders to read the Directors Remuneration Report. The Directors
Remuneration Report includes a statement from the Remuneration Committee chair, the components of the executive directors remuneration and the non-executive directors fees, all in accordance with
the remuneration policy that was approved by shareholders at the 2021 Annual General Meeting. Our U.K. statutory auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors Remuneration Report that are required to be

Frequently Asked Questions

What is the date and time of the Annual General Meeting?

The Annual General Meeting is on Friday, 17 May 2024, at 8:00 a.m. EDT.

How can shareholders attend the Annual General Meeting remotely?

Shareholders can attend remotely via the Lumi Meeting Platform to vote and ask questions.

Where is the Annual General Meeting being held?

It will take place at 221 River Street, 9th Floor, Hoboken, NJ 07030.

How should proxies be submitted for the meeting?

Proxy votes must be submitted at www.signalshares.com 48 hours before the meeting.

What should be done with this document if shares are sold?

Forward the document to the purchaser or agent handling the sale immediately.

Last updated: Apr 15, 2024