ISS Voting Recommendation

Physiomics PLC

17 April 2026

 

17 April 2026

Physiomics plc

("Physiomics" or the "Company")

ISS recommends shareholders vote "AGAINST" the Resolutions

Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and biostatistics company supporting the development of new therapeutics and personalised medicine solutions, notes the publication of the voting recommendation from Institutional Shareholder Services Inc. ("ISS"), the independent proxy adviser, in relation to the Company's forthcoming Requisitioned General Meeting be held at 10.00 a.m. on 29 April 2026 ("Requisitioned General Meeting").

ISS has recommended that shareholders vote "AGAINST" ALL the Resolutions at the Requisitioned General Meeting to remove the current Board and appoint new directors in their place. ISS is an independent global proxy advisory firm whose research and voting recommendations are widely used by investors regarding shareholder votes.

This is in line with the unanimous recommendation of the Company's Board, which continues to urge shareholders to VOTE AGAINST the proposed Requisitioned Resolutions for the reasons set out in the Circular

ISS states that when analysing proxy contests, ISS looks for a well-reasoned and detailed business plan (including the requisitioners strategic initiatives), a transition plan that describes how the change in control of the company will be effected, and where management continuity may be an issue, the identification of a qualified and credible new management team.

Reason why ISS recommends voting against ALL Resolutions

ISS notes that the requisitioners' proposals would result in effective control of the Board through the appointment of themselves and the removal of the existing directors and that the requisitioners have not presented a sufficiently detailed or credible plan to support a full board replacement.

Jim Millen, Non-Executive Chairman of Physiomics, said: "We are pleased to note that ISS's recommendation is in line with the unanimous recommendation of the Company's Board. Such proxy adviser recommendation reinforces our view that the requisitioners have not presented a credible business plan, do not appear to have any material experience of life science services and are not independent of one another.

We are also concerned about the timing. Physiomics is at a genuine inflection point. Our first half of this financial year delivered the highest half-year income since incorporation. We are on track to deliver market expectations of our highest ever annual total income and we have strong contracted visibility into next year. This is not the moment to destabilise the company. Hence, we are asking shareholders to vote AGAINST every Requisitioned Resolution."

For the reasons set out in the announcement of 2 April and in the Circular, the Board unanimously recommends that shareholders VOTE AGAINST the proposed resolutions.

Requisitioned General Meeting and How to Vote

The Requisitioned General Meeting will be held at 10.00 a.m. on 29 April 2026 at Copthorne Hotel Slough-Windsor, Cippenham Ln, Slough SL1 2YE.

You are strongly encouraged to vote online via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/ by no later than 10.00 a.m. on 27 April 2026 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).

If you hold your shares in the Company in uncertificated form (that is, in CREST) you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST must be received by the Company's agent (MUFG Corporate Markets ID: RA10) by no later than 10.00 a.m. on 27 April 2026 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io and refer to the accompanying notes to the Notice set out in the Circular.

For more information about Physiomics and its services, please visit www.physiomics.co.uk.

Enquiries:

Physiomics plc

Dr Peter Sargent, CEO

[phone]

Hybridan LLP (Broker)

Claire Louise Noyce

[phone]

Strand Hanson Ltd (NOMAD)

James Dance & James Bellman

[phone]

Notes to Editor

About Physiomics

Physiomics plc combines expertise across Modelling & Simulation, Biostatistics, Data Science and Bioinformatics, together with deep biology expertise, to help biotech and pharma companies streamline their drug development journeys. Our approach is to help derive insight from all relevant and often disparate data in order to de-risk decision making and optimise research design across discovery, pre-clinical and clinical studies. Through use of cutting-edge computational tools, bespoke models and our proprietary Virtual Tumour technology, the Physiomics team has informed the development of over 140 commercial projects, with over 125 targets and drugs modelled. Clients include Merck KGaA, Astellas, Bicycle Therapeutics, Numab Therapeutics & CRUK.   

 

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