Reminder to Vote Against Resolutions

Physiomics PLC

24 April 2026

 

24 April 2026

Physiomics plc

("Physiomics" or the "Company")

Reminder to Vote Against Resolutions Proposed at Requisitioned General Meeting

Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and biostatistics company supporting the development of new therapeutics and personalised medicine solutions, WOULD LIKE TO REMIND SHAREHOLDERS THAT ITS BOARD UNANIMOUSLY RECOMMENDS YOU VOTE AGAINST ALL THE RESOLUTIONS proposed for the requisitioned General Meeting, which will take place at 10.00 a.m. on Wednesday 29 April 2026 at Copthorne Hotel Slough-Windsor, Cippenham Lane, Slough, Berkshire, SL1 2YE. The vote deadline is 10.00 a.m. on 27 April 2026, but your broker will have an earlier deadline in place.

The resolutions proposed by activist investor Mike Whitlow, if passed, would result in the replacement of the entire existing Board with associates of the requisitioning shareholder, which, in the Board's view, is materially less likely to provide the balanced challenge and objective scrutiny, as well as the degree of independence appropriate in a public company.

As a shareholder you have the right to vote at this meeting. Your Board strongly recommends you VOTE AGAINST each of the Resolutions. The Resolutions will be held on a poll, meaning each and every share carries one vote. Given the size of Mr Whitlow and his associates' shareholding, your vote really does count.

On the information available to the Board, it believes that you should vote against the Resolutions for the following reasons:

·   the requisition request was premature and reasonable attempts by the Company to offer representation to the requisitioning individuals have failed in part due to their requests for remuneration packages that the Board felt shareholders should have a say in

·    to ensure the Company is run by a Board with a clear plan and the requisite life sciences experience and expertise to guide a highly specialist business at a critical stage of its development;

·    to avoid the risk that disruption to the current stewardship of the business, without appropriate continuity of relevant Company and sector knowledge, would impair the Company's ability to commercialise the value it has created; and

·    to maintain a fully independent Board to ensure objective board oversight, remuneration discipline, capital allocation, and protection of the interests of minority shareholders.

The Board's view is shared by the proxy advisor ISS, an independent global proxy advisory firm whose research and voting recommendations are widely used by investors regarding shareholder votes. 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.

How to Vote

Most shareholders hold their shares through an online investment platform and need to instruct their platform or nominee to vote their shares at the Requisitioned General Meeting. If you have any questions, please contact your investment platform or nominee directly as soon as possible.

Please note that many investment platforms or nominees will have earlier internal voting deadline. Therefore, should you wish to participate, you are encouraged to do so today.

For guidance on how to vote please visit the Association of Investment Companies guide on voting via an investment platform (https://www.theaic.co.uk/how-to-vote-your-Shares) and contact your investment platform or nominee directly. If you require further guidance please contact the Company's advisor D.F. King at [e-mail].

The Circular, which contains the Notice of General Meeting, can be found on the Company's website at: https://www.physiomics.co.uk/publication-of-circular-and-notice-of-requisitioned-general-meeting/. The Circular and Notice of General Meeting should be read in their entirety before taking a decision. This announcement is not a summary of the Resolutions and should not be regarded as a substitute for reading the Circular in full.

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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