Open Orphan : 2022 AGM Notice

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Open Orphan Plc ("Company") will be held at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF on 5 July 2022 at 11 am for the purposes of considering and voting on the resolutions below ("AGM"). Resolutions 1 to 7 will be proposed as ordinary resolutions and Resolutions 8 and 9 will be proposed as special resolutions. Relevant documentation can also be consulted on the Investor section of the Company's website.

Ordinary Business

Resolution 1

THAT the Audited Accounts for the 12 months ended 31 December 2021, together with the Directors' Report and Auditors' Report thereon, be received and adopted.

Resolution 2

THAT Jeffreys Henry LLP be re-appointed as auditors 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 before the Company.

Resolution 3

THAT the directors of the Company ("Directors") be authorised to fix the remuneration of Jeffreys Henry LLP as auditors of the Company.

Resolution 4

THAT Leo Toole be re-elected as a Director of the Company retiring by rotation in accordance with the Articles of Association.

Resolution 5

THAT Dr Yamin 'Mo' Khan be elected as a Director of the Company, having been appointed by the Board since the last annual general meeting of the Company.

Resolution 6

THAT Martin Gouldstone be elected as a Director of the Company, having been appointed by the Board since the last annual general meeting of the Company.

Resolution 7

THAT in accordance with the requirements of section 551 of the Companies Act 2006 ("Act"), and in substitution for any existing authority (but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authority), the Directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot Relevant Securities (as defined in the notes to this Resolution):

7.1 comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of £223,643 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant the authority in paragraph 7.2 below) in connection with an offer by way of a rights issue or open offer:

1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

7.2 in any other case, up to a maximum aggregate nominal amount of £223,643 (223,643,000 new ordinary shares in the capital of the Company) (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 7.1 above),

PROVIDED that such authority shall expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2023; and (ii) the date falling 18 months from the date of the passing of this Resolution unless any such authorities are renewed, varied or revoked by the Company prior to or on that date and provided also that the Company may, before such expiry, make an offer or agreement which would or might require shares in the Company or rights to be allotted or granted after such expiry and Directors may allot shares in the Company or grant rights pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired.

Special Business

Resolution 8

THAT, subject to Resolution 7 being passed, in accordance with section 570(1) of the Act, and in substitution for any existing authority, the Directors be and they are hereby empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authorities conferred by Resolution 7 as if section 561 of the Act did not apply to such allotment, PROVIDED that this power shall be limited to:

8.1 the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under Resolution 7.1, by way of a rights issue or open offer only):

1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

8.2 the allotment of equity securities (otherwise than pursuant to paragraph 7.1 of this Resolution) to any person up to a maximum aggregate nominal amount of £67,093.

PROVIDED ALSO that such powers shall expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2023; and (ii) the date falling 18 months from the date of the passing of this Resolution unless any such power is renewed, revoked or varied by special resolution and that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities

pursuant to any such offer or agreement as if such powers had not expired.

Resolution 9

THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) on the London Stock Exchange of ordinary shares of 0.1 pence each in the capital of the Company PROVIDED THAT:

1. the maximum aggregate number of shares hereby authorised to be purchased is 67,092,931 ordinary shares of 0.1 pence each (representing approximately 10% of the Company's issued ordinary share capital as at 07 June 2022, the latest practicable date prior to publication of this Notice of AGM);
2. the minimum price (exclusive of expenses) which may be paid for such shares is 0.1 pence per share;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than 105% of the average closing middle market quotation for an ordinary share as derived from the London Stock Exchange plc for the five business days immediately preceding the date on which the ordinary share is purchased;
4. unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company's next annual general meeting; and
5. the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

By order of the Board

Beach Secretaries Limited	Registered office: -
Company secretary	Queen Mary BioEnterprises Innovation Centre
	42 New Road
	London
	E1 2AX
	Registered number: - 07514939
8 June 2022

Notice of Annual General Meeting (continued)

Explanatory Notes

Resolution 1

The Directors are required by law to lay the Audited Accounts and the Directors' Report and Auditors' Report for the 12 months ended 31 December 2021 before a general meeting of the Company. At the AGM, these documents will be presented to shareholders.

Resolution 2

The auditors are required to be re-appointed at each annual general meeting at which Accounts are laid. The Directors, on the recommendation of the Audit Committee (which has evaluated the effectiveness and independence of the external auditors) are proposing the re-appointment of Jeffreys Henry LLP as auditors.

Resolution 3

This resolution authorises the Directors to fix the auditors' remuneration. It is considered best practice to provide for this authority in a separate resolution and not link it to the appointment of the auditors in Resolution 2.

Resolution 4

The Articles of Association require the number nearest to, but not greater than, one third of the Directors for the time being of the Company to retire at each annual general meeting, with the longest in office since their appointment or last re-election retiring first.

Currently, the Board of Directors has six Directors. Of the current Directors, Dr Yamin 'Mo' Khan and Martin Gouldstone are excluded from the calculation of the number of directors to retire, which means that one of the other four directors must retire and offer himself for re-election. Leo Toole was last re-elected at the 2020 AGM and he therefore offers himself for re-election.

Resolution 5

The Articles of Association require any Director who has been appointed by the Board since the last annual general meeting of the Company to retire and such person may offer himself for re-election.

Dr Yamin 'Mo' Khan has been appointed as a Director of the Company since the Company's last annual general meeting and will accordingly retire in accordance with the terms of the Company's Articles of Association and offer himself for re-election.

Resolution 6

As noted above, the Articles of Association require any Director who has been appointed by the Board since the last annual general meeting of the Company to retire and such person may offer himself for re-election.

Martin Gouldstone has been appointed as a Director of the Company since the Company's last annual general meeting and will accordingly retire in accordance with the terms of the Company's Articles of Association and offer himself for re-election.

Biographies

Leo Toole - Age 49

Leo Toole is Chief Financial Officer at Open Orphan Plc and brings over 20 years' experience in senior finance roles in Pharmaceuticals, Medical Technology and FMCG sectors. Through positions in multinational companies across Europe and in the venture capital space in the UK and Ireland, he has extensive experience in building finance teams, corporate development, equity and debt financing, public markets, and mergers and acquisitions. Leo is a Business graduate of Trinity College Dublin, Ireland and HEC Liège, Belgium. He also holds an MBA with Distinction from INSEAD in France and Singapore.

Dr Yamin 'Mo' Khan - Age 52

Yamin 'Mo' Khan is Chief Executive Officer at Open Orphan Plc with over 25 years of experience in clinical research and the CRO industry. Mo previously worked as a Consultant assisting CROs to develop growth strategies and helping prepare companies for future expansion, both organic and through M&A activity. In addition, Mo worked with Private Equity firms providing insight in identifying potential targets and conducting due diligence in preparation for M&A activity. Prior to this Mo had a variety of senior roles at Pharm-Olam where he played a pivotal role in growing a small niche clinical monitoring business to a global full-service CRO with offices across all continents. In his time at Pharm-Olam Mo had leading roles in Clinical Operations, Project Management, Business Development and Executive Management functions. As a key member of the Executive Team Mo participated in the successful sale of the company in 2017, delivering substantial returns to its shareholders. Prior to this he worked at Innovex and Quintiles (IQVIA). Mo holds a PhD in Biochemistry from the University of Southampton, UK, and a Bachelor's degree in Biochemistry from the University of Liverpool, UK.

Martin Gouldstone - Age 55

Martin brings 30 years of corporate development experience in the CRO, healthcare and pharmaceutical sectors, in particular he held a number of senior roles at healthcare AI businesses. Martin has expertise in executing multi-billion dollar deals across Europe and the US, architecting end-to-end portfolio out-sourcing deals, and negotiating multi-year research partnerships. Martin is currently Global SVP, Business Development at Owkin, a French-Americanstart-up using artificial intelligence to discover and develop better treatments for unmet medical needs. Previously, Martin has held the roles of Chief Business Officer at both BenevolentAI and Sensyne Health and was a Partner at Results Healthcare, an international M&A advisory firm, where he co-led the company's healthcare practice. Prior to this, Martin was Head of Life Sciences for BDO UK LLP, Senior Director responsible for M&A and joint venture opportunities in Europe for Quintiles (now IQVIA), and Business Development and Licensing Lead at Confirmant Ltd, Pharmacopeia Inc, Sareum Ltd. Martin holds a BSc in Genetics and has completed a range of post graduate management courses.

Resolution 7

This is an ordinary resolution that deals with the Directors' authority to allot Relevant Securities in accordance with section 551 of the Act and is in place of any and all existing authorities.

If passed, the resolution will authorise the Directors to allot: (i) in relation to a rights issue or open offer only, equity securities (as defined by section 560 of the Act) up to a maximum nominal amount of £223,643 which represents approximately one-third of the Company's issued ordinary shares as at 7 June 2022. This maximum is reduced by the nominal amount of any Relevant Securities allotted under the authority set out in paragraph 7.2 of Resolution 7; and (ii) in any other case, Relevant Securities up to a maximum nominal amount of £223,643 which represents approximately one-third of the Company's issued ordinary shares as at 7 June 2022. This maximum is reduced by the nominal amount of any equity securities allotted under the authority set out paragraph 7.1 of Resolution 7.

The authority granted by this resolution will expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2023, and (ii) the date falling 18 months from the date of the passing of the resolution, unless any such authorities are renewed, varied or revoked by the Company prior to or on that date. In this regard, it should be noted that the authority conferred at the general meeting of the Company held in July 2021 will expire at the end of the AGM.

In Resolution 7, Relevant Securities means (i) shares in the Company, other than shares allotted pursuant to: (a) an employee share scheme (as defined in section 1166 of the Act); (b) a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security; or (c) a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; and (ii) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 1166 of the Act). References to the allotment of Relevant Securities in Resolution 7 includes the grant of such rights.

Resolution 8

This is a special resolution to disapply statutory pre-emption rights otherwise applicable to the Company in respect of Resolution 7. In this regard, it should be noted that the authority conferred at the general meeting of the Company held in July 2021 will expire at the end of the AGM.

This resolution will, if passed, give the Directors power, pursuant to the authority to allot granted by Resolution 7, to allot equity securities (as defined by section 560 of the Act) for cash without first offering them to existing shareholders in proportion to their existing holdings: (a) in connection with a rights issue or open offer subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements; and (b) in any other case, up to a maximum nominal amount of £67,093 which represents approximately 10% of the Company's issued ordinary share capital as at 7 June 2022.