Oxford Instruments : Notice of AGM 2023

Oxford Instruments plc

Notice of Meeting 2023

ANNUAL GENERAL MEETING

of

OXFORD INSTRUMENTS PLC

to be held at the offices of Oxford Instruments plc Tubney Woods, Abingdon, Oxfordshire OX13 5QX on Tuesday 19 September 2023 at 11am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Oxford Instruments plc, please forward this document and the accompanying documents to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

We have not provided a hard copy form of proxy for the 2023 Annual General Meeting with this document. You are encouraged to vote online at www.signalshares.com. To register you will need your Investor Code, which can be found on your share certificate or dividend documents. If you are a CREST member, you can register your proxy vote by using the service provided by Euroclear UK & International Limited. To be valid, your proxy vote must be received by no later than 11am on 15 September 2023. Further details are given in the notes to this document on pages 16 to 18. Alternatively, you may request a hard copy proxy form directly from our Registrar (note 5 on page 16 of this document gives details of how to do this), complete the form of proxy and return it in accordance with the instructions printed on it so as to reach the Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 11am on 15 September 2023.

02	Oxford Instruments plc
Notice of Meeting 2023

SHAREHOLDER LETTER

Oxford Instruments plc

Tubney Woods, Abingdon,

Oxfordshire OX13 5QX,

UK Tel: [phone]

Fax: [phone]

Email: [e-mail]

www.oxinst.com

Registered in England

Company number 775598

20 July 2023

Dear Shareholder,

2023 Annual General Meeting

The Notice of Meeting on pages 04 to 06 sets out the business to be transacted at the Annual General Meeting ("AGM") of Oxford Instruments plc (the "Company"), which is to be held on Tuesday 19 September 2023 at 11am at our offices at Tubney Woods, Abingdon, Oxfordshire OX13 5QX.

The Board

On 1 September 2022, Reshma Ramachandran was appointed to the Board as a Non-Executive Director. Reshma will stand for election for the first time at the AGM.

On 13 April 2023, the Company announced the forthcoming retirement, with the agreement of the Board, of Chief Executive Ian Barkshire, who will leave after seven years as Chief Executive and more than 25 years with the Company. Richard Tyson, currently Chief Executive Officer at global electronics company TT Electronics plc, has been appointed as Ian's successor. The Company is working with Richard and TT Electronics to agree the date he will commence in the role, and will make a further announcement in due course. It is intended that Ian will continue as Chief Executive until Richard joins, and will then ensure a smooth transition of leadership. As such, Ian will be standing for re-election by shareholders at this year's AGM. It is anticipated that Richard will stand for election by shareholders at the Company's 2024 AGM.

After having served on the Board for almost 9 years, Professor Sir Richard Friend will not be standing for re-election and will step down as a Non-Executive Director of the Company with effect from the conclusion of this year's AGM. The Board sincerely thanks Richard for the significant contribution he has made during his time as a Director.

In line with best practice, each of the other Directors will retire from office at the AGM and each have agreed to submit himself or herself for re-election by shareholders.

Biographical details of each of the Directors (as at the date of the Company's Annual Report and Accounts for the year ended 31 March 2023 (the "Report and Financial Statements 2023")) are given on pages 108 to 110 of the Report and Financial Statements 2023 and a summary of their biographical information together with the reasons for their respective election or re-election, are set out in the explanatory notes to the proposed resolutions set out on pages 07 to 12 of this document.

Having considered the performance of and contribution made by each of the Directors at the relevant time, I remain satisfied that the performance of each Director continues to be effective and that each Director demonstrates commitment to the role and as such the Board recommends the election or re-election of each Director accordingly. More information on the Board and the Director evaluation process is given on page 125 of the Report and Financial Statements 2023.

The Report and Financial Statements 2023 is available on our website at www.oxinst.com/investors. If you have elected to receive a copy of this report by post, it is also enclosed.

Shareholder engagement

The AGM gives the Board the opportunity to present the Company's performance and strategy to shareholders and to listen and respond to your questions. Your participation is important to us. If you would like to ask the Board a question about the business of the meeting in advance, please send it to the Company Secretary at [e-mail]. Key themes arising from the pre-registered questions will be answered by the Board and published on our website prior to or as soon as practicable after the AGM and kept on our website for a period of 30 days. Shareholders attending the AGM may ask questions at the AGM whether or not those questions have been submitted in advance.

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Voting

In line with our sustainability agenda, personalised proxy forms and attendance cards are not being sent by post to shareholders. As in previous years, you can submit your proxy votes electronically. You will find instructions regarding voting electronically and how to register to do so in note 5 on page 16 of this letter. You may alternatively request a hard copy proxy form directly from our Registrar, Link. Details of how to do this can also be found in note 5 on page 16 of this letter. If you are a CREST member, you can register your proxy vote by using the CREST electronic proxy appointment service. To be valid, your proxy vote must be received by no later than 11am on 15 September 2023.

AGM arrangements

We are pleased to invite you to attend the AGM in person this year. Whether or not you intend to attend in person, it is recommended that you submit your proxy voting instructions in advance of the AGM, appointing the chair of the AGM as your proxy, to ensure your vote is counted.

Explanatory notes

Explanatory notes on the proposed resolutions to be considered at the AGM are set out on pages 07 to 12 of this document.

Directors' Recommendation

Your Directors believe that all the proposed resolutions are in the best interests of the Company and its shareholders as a whole. Accordingly, your Directors unanimously recommend that you vote in favour of them as they intend to do in respect of their own shareholdings (save in respect of those resolutions in which they are personally interested).

The results of the voting will be posted on the Company's website after the AGM and notified to the London Stock Exchange as required.

Yours faithfully

Neil Carson

Chair

04	Oxford Instruments plc
Notice of Meeting 2023

NOTICE OF ANNUAL GENERAL MEETING 2023

Notice is hereby given that the fifty-ninth Annual General Meeting of Oxford Instruments plc (the "Company") will be held at the offices of the Company at Tubney Woods, Abingdon, Oxfordshire OX13 5QX on 19 September 2023 at 11am to consider and, if thought fit, to pass the following resolutions (the "Resolutions"). It is intended to propose Resolutions 16 to 18 (inclusive) and Resolution 20 as special resolutions. All other Resolutions will be proposed as ordinary resolutions.

1. To receive and adopt the annual accounts for the financial year ended 31 March 2023, together with the reports of the Directors and auditor thereon.
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 March 2023 (other than the part containing the Directors' Remuneration Policy), as set out on pages 144 to 149 and 160 to 173 respectively of the Annual Report and Accounts for the year ended 31 March 2023.
3. To approve the Directors' Remuneration Policy set out on pages 150 to 159 of the Report and Financial Statements 2023.
4. To declare a final dividend of 14.9 pence per share in respect of the year ended 31 March 2023.
5. To re-elect Neil Carson as a Director of the Company.
6. To re-elect Ian Barkshire as a Director of the Company.
7. To re-elect Gavin Hill as a Director of the Company.
8. To elect Reshma Ramachandran as a Director of the Company.
9. To re-elect Nigel Sheinwald as a Director of the Company.
10. To re-elect Mary Waldner as a Director of the Company.
11. To re-elect Alison Wood as a Director of the Company.
12. To re-appoint BDO LLP as auditor of the Company.
13. To authorise the Audit and Risk Committee to set the remuneration of the auditor.
14. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are its subsidiaries at any time during the period for which this Resolution is effective are authorised to:
15. 1. make political donations to political parties or to independent election candidates not exceeding £50,000 in total;
    2. make political donations to political organisations (other than political parties) not exceeding £50,000 in total; and
    3. incur any political expenditure not exceeding £50,000 in total,

during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2024), provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000. For the purpose of this Resolution "political donation", "political party", "political organisation" "independent election candidate" and "political expenditure" are to be construed in accordance with sections 363, 364 and 365 of the Act.

1. That the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:
2. 1. up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £962,004 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
   2. comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £1,924,008 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever,

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these authorisations to expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2024), (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired).

1. That, subject to the passing of Resolution 15 set out above, the Directors be given power pursuant to Sections 570(1) and 573 of the Companies Act 2006 (the "Act") to:
2. 1. allot equity securities (as defined in Section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by Resolution 15; and
   2. sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash,

as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

1. in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under Resolution 15(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
2. in the case of the authorisation granted under Resolution 15(a) above (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this Resolution, up to an aggregate nominal amount of £144,300,

and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2024), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

1. That, subject to the passing of Resolution 15 above, and in addition to the power given by Resolution 16, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the "Act") to:
2. 1. allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of that Resolution 15; and
   2. sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:
   3. 1. limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of £144,300; and
      2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction) a transaction which the Directors have determined to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine,

and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2024), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.