REG - Physiomics PLC - Reminder to Vote Against Resolutions

PhysiomicsAnnouncement

24/04/2026 10:30

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RNS Number : 8540B  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 voting@dfkingltd.co.uk
(mailto:voting@dfkingltd.co.uk) .

 

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/
(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

+44 (0)1235 841575

 

Hybridan LLP (Broker)

Claire Louise Noyce

+44 (0) 203 764 2341

 

Strand Hanson Ltd (NOMAD)

James Dance & James Bellman

+44 (0)20 7409 3494

 

 

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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