Shield Therapeutics : Notice of Annual General Meeting 2024

Shield Therapeutics plc

Notice of Annual General Meeting 2024

to be held at the offices of Shield Therapeutics plc, Northern Design Centre, Baltic Business Quarter, Gateshead Quays, NE8 3DF

20 June 2024 at 2.00pm

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This document should be read in conjunction with the Shield Therapeutics plc Annual Report and Accounts. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent advisor, who, if you are taking advice in the United Kingdom, is authorised pursuant

to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your Ordinary Shares in Shield Therapeutics plc, please send this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. You will not receive a form of proxy for the Annual General Meeting in the post. Instead, you will receive instructions to enable you to vote electronically and how to register to do so.

Registered in England and Wales: No. 09761509

Registered office: Northern Design Centre, Baltic Business Quarter, Gateshead Quays, England NE8 3DF.

02	Shield Therapeutics plc Notice of Annual General Meeting 2024

Notice of Annual General Meeting 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting ("AGM") of Shield Therapeutics plc (the "Company") will be held at the offices of Shield Therapeutics plc, Northern Design Centre, Baltic Business Quarter, Gateshead Quays, NE8 3DF, on

20 June 2024 at 2.00pm (the "Meeting"), to consider and, if thought fit, pass the following resolutions.

It is intended to propose Resolutions 1 to 10 as ordinary resolutions and Resolutions 11 and 12 as special resolutions.

1. To receive and adopt the Annual Report and Accounts for the financial year ended 31 December 2023. (Resolution 1)
2. To re-elect Hans Peter Hasler as a Director of the Company. (Resolution 2)
3. To re-elect Peter Llewellyn-Davies as a Director of the Company. (Resolution 3)
4. To re-elect Dr Christian Schweiger as a Director of the Company. (Resolution 4)
5. To re-elect Fabiana Lacerca-Allen as a Director of the Company. (Resolution 5)
6. To re-elect Anders Lundstrom as a Director of the Company. (Resolution 6)
7. To re-elect Greg Madison as a Director of the Company. (Resolution 7)
8. To reappoint Mazars LLP as auditor 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. (Resolution 8)
9. To authorise the Directors to determine the remuneration of Mazars LLP. (Resolution 9)
10. Authority to allot shares
    To resolve that the Directors be and are hereby generally and unconditionally authorised, for the purposes of Section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:
11. 1. up to a maximum nominal amount (within the meaning of Sections 551(3) and (6) of the Companies Act 2006) of £3,906,372 which is 33.3% of the issued share capital of 782,056,367 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such amount); and
    2. comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to an aggregate nominal amount (within the meaning of Sections 551(3) and (6) of the Companies Act 2006) of £7,824,474 which is 66.7% of the issued share capital of 782,056,367 (such amount to be reduced by any allotments or grants made under
       (a) above) in connection with or pursuant to an offer to 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, 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, these authorisations to expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier,

20 September 2025, unless previously revoked or varied by the Company (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).

This resolution revokes and replaces all unexercised allotment authorities previously granted to the Directors. (Resolution 10)

11. Disapplication of pre-emption rights

That, subject to the passing of Resolution 10 above, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings, but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, 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. to the allotment of equity securities (otherwise than under paragraph (A) above) up to a nominal amount of £1,173,085; and
3. to the allotment of equity securities (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on

20 September 2025 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired. (Resolution 11)

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12. Disapplication of pre-emption rights in respect of an additional 10% of the Company's issued share capital

That, subject to the passing of Resolution 10 and Resolution 11 above, the Directors be authorised in addition to any authority granted under Resolution 11 above to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment

or sale, such authority to be limited:

1. to the allotment of equity securities up to a nominal amount of £1,173,085 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be either an acquisition or a 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; and
2. to the allotment of equity securities (otherwise than under paragraph (A) above) up to a nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on

20 September 2025 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired. (Resolution 12).

By order of the Board,

Lucy Huntington-Bailey

Company Secretary

Northern Design Centre, Baltic Business Quarter,

Gateshead Quays, England NE8 3DF

Registered in England and Wales: No. 09761509

10 May 2024

04	Shield Therapeutics plc Notice of Annual General Meeting 2024

Notice of Annual General Meeting 2024 continued

Notice of Annual General Meeting notes:

The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.

1. To be entitled to vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered on the Register of Members of the Company at close of trading on 18 June 2024. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.
2. Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to arrive at the Meeting venue at least 20 minutes prior to the commencement of the Meeting at 2.00pm (BST) on 20 June 2024 so that their shareholding may be checked against the Company's Register of Members and attendances recorded. The Company will provide a facility for shareholders to join the AGM online and telephonically if they are unable to attend the Meeting in person and there will be an opportunity for shareholders to ask questions. In order to facilitate the process, the Board requests that if shareholders intend to attend virtually, the shareholders' register for the Meeting and submit questions in advance, before 2.00pm (BST) on 18 June 2024. To register for dial-in details and to submit any questions please contact Walbrook PR via email at [e-mail] or call 0207 933 8780.
3. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that shareholder. A proxy need not be a shareholder of the Company.
4. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names
   of the joint holders appear on the Company's Register of Members in respect of the joint holding (the first named being the most senior).
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
6. You can vote either:
7. • via the Link Investor Centre (see below); if you need help with voting online please contact our registrar, Link Group, on
     0371 664 0391 if calling from the UK, or [phone] if calling from outside of the UK (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. Alternatively, email Link Group at [e-mail]; or
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

In order for a proxy appointment to be valid, an online form of proxy must be completed. In each case, the form of proxy must be received by Link Group at PXS 1, Central Square,

29 Wellington Street, Leeds LS1 4DL, by 2.00pm on 18 June 2024.

1. Link Investor Centre is a free app for smartphone and tablet provided by Link Group (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play,
   or by scanning the relevant QR code below. Alternatively, you may access the Link Investor Centre via a web browser at: https://investorcentre.linkgroup.co.uk/Login/Login.
3. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
4. The return of a completed online form of proxy, electronic filing or any CREST Proxy Instruction (as described in Notes 10-12 below) will not prevent a shareholder from attending the Meeting in person by joining the conference call with the link provided.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
6. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 2.00pm on 18 June 2024. For this purpose, the time of receipt will be taken to mean the time
   (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. 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(s), to procure that

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his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, 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.

1. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, provided that no more than one corporate representative exercises powers in relation to the same shares.
2. As at 09 May 2024 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consists of 782,056,367 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 09 May 2024 are 782,056,367.
3. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's financial statements (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006 (in each case) that the shareholders propose to raise at the relevant meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been required, under Section 527 of the Companies Act 2006, to publish on a website.
4. Any shareholder has the right to ask questions. These can be submitted to Walbrook PR by following the guidance in Note 2. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer
   to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
5. The following documents are available for inspection at the Meeting and can be requested by contacting the Company Secretary at [e-mail] from the date of this Notice until the time of the Meeting:
6. • copies of the Directors' letters of appointment or service contracts; and
   • a copy of the current Articles of Association of the Company.

18. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website at www.shieldtherapeutics.com.

06	Shield Therapeutics plc Notice of Annual General Meeting 2024

Notice of Annual General Meeting 2024 continued

Information on resolutions

Resolution 1: To receive and adopt the Annual Report and Accounts for the financial year ended 31 December 2023

The Company is required to present the Directors' report, the audited financial statements and the independent auditor's report at a general meeting.

Resolutions 2 to 7: Re-election of Directors

In accordance with the Articles of Association of the Company and corporate governance best practice, all the existing Directors of the Company will stand for re-election.

Hans Peter Hasler was appointed to the Board in 2018, Peter Llewellyn-Davies was appointed to the Board in 2016, Dr. Christian Schweiger was appointed to the Board in 2020 and both Fabiana Lacerca-Allen and Anders Lundstrom were appointed to the Board in 2021.

All Non-Executive Directors have a letter of appointment, rather than a service agreement, with a notice period of three months, unless not re-elected at an AGM.

Greg Madison was appointed under a service agreement as CEO commencing 1 June 2021 and was appointed to the Board on 18 June 2021. Mr. Madison has a notice period within his service agreement of six months, unless not re-elected at an AGM.

Biographical details of the Directors standing for re-election are shown on pages 18 and 19 of the Annual Report and Accounts and on the Company's website.

Resolutions 8 and 9: Reappointment of the auditor and approval of their remuneration

At every general meeting at which accounts are presented to shareholders, the Company is required to appoint an auditor

to serve from the end of the meeting until the next such meeting. The Board is proposing the appointment of Mazars LLP as the Company's auditor and Mazars has expressed their willingness to act in office. The Company's Audit Committee has reviewed Mazars' effectiveness and recommends their appointment. Resolution 8 proposes the appointment of Mazars as the Company's auditor to hold office until the next Annual General Meeting of the Company. Resolution 9 authorises the Directors to determine their remuneration. The Directors have delegated the responsibility of fixing the auditor's remuneration to the Audit Committee of the Board.

Resolution 10: Authority to allot shares

The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by the shareholders. Resolution 10 proposes granting the Directors authority to allot shares and grant rights to subscribe for, or convert any security into, shares (a) up to an aggregate nominal amount of £3,906,372 and (b) in connection with a pre-emptive offer to holders of Ordinary Shares or certain other equity securities up to an aggregate nominal amount (reduced by allotments under part (a) of the resolution) of £7,824,474. The nominal amounts to which this authority relates represent approximately 33.3% and approximately 66.7% respectively of the issued Ordinary Share capital of the Company as at 09 May 2024. The authority will expire at the conclusion of the next Annual General Meeting of the Company or if earlier, the date which is 15 months from the date of the AGM. It is the Directors' intention to seek renewal of this authority annually. The Directors have no present intention of exercising this authority. The Company does not hold any shares in treasury.

Resolutions 11 and 12: Authorities to disapply pre-emption rights

If the Directors wish to allot new shares or grant rights over shares for cash (other than pursuant to an employee share scheme), company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders. This cannot be done unless the shareholders have first given a limited waiver of their pre-emption rights. Resolution 11 will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 10, to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash either (i) in connection

with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; or (ii) without first offering them to existing shareholders on a pre-emptive basis, provided that such authority is limited to: (a) up to a maximum nominal amount of £1,173,085 which represents approximately 10% of the Company's issued Ordinary Share capital as at 09 May 2024 (being the latest practicable date prior to the publication of this document); and (b) a further aggregate nominal amount equal to 10% of the nominal value of any shares allotted under (a) above if used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group

(the "Statement of Principles"). The power granted by this resolution replaces the authority given at the last AGM of the Company and will expire on the conclusion of next year's AGM or, if earlier, on 20 September 2025. Resolution 12 will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 10 and in addition to the authority granted pursuant to Resolution 11, to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash without first offering them to existing shareholders on a pre-emptive basis: (a) up to a maximum nominal amount of £1,173,085 which represents approximately 10% of the Company's issued Ordinary Share capital as at 09 May 2024 (being the latest practicable date prior to the publication of this document) where such allotment is used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or another capital investment of a kind contemplated by the Statement of Principles prior to the date of this Notice; and (b) a further aggregate nominal amount equal to 20% of the nominal value of any shares allotted under (a) above if used only for the purposes of a follow-on offer which the Directors determine to be of a kind contemplated by the Statement of Principles. The maximum nominal value of equity securities that could be allotted on a non-pre-emptive basis if the authorities in both resolutions 11 and 12 were used would be £2,346,169 (which represents approximately 20% of the issued Ordinary Share capital of the Company as at the close of business on 09 May 2024) plus a total maximum additional 4% of the issued Ordinary Share capital of the Company under the provisions permitting the allotment of equity securities for the purposes of any follow-on offers as explained above. The Directors have no present intention to exercise the authority conferred by these resolutions.

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08	Shield Therapeutics plc Notice of Annual General Meeting 2024

Shield Therapeutics plc

Northern Design Centre

Baltic Business Quarter

Gateshead Quays

England

NE8 3DF

t [phone] e [e-mail]