Incanthera (AQUIS:INC) — Annual General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the INCANTHERA Annual General Meeting. The The company may not be in a position to answer every question received during the meeting itself. However, the company will review all questions submitted today and publish responses where it's appropriate to do so. These will be available via your investment company dashboard, and we will e mail you when they are ready for your review. I'd also like to remind you that

0:31 this presentation this meeting is being recorded. I'd now like to hand over to Tim McCarthy, Chairman of INCANTHERA. Good morning, sir. Morning, Mark. Thank you very much for the introduction, and welcome everybody who's dialing in today to listen to the AGM proceedings. I have with me also dialing in our Chief Executive, Simon Ward and our company secretary and head of communications, Suzanne Brockes. So forgive me if I'm looking down a a little all through this because I'm reading off a script, obviously. So I hope you don't mind looking at the top of my head a little bit. But let's formally start the meeting. So ladies and gentlemen, it's now 11:00, and I'd like to welcome you formally to the annual general meeting of INCANTHERA PLC.

1:18 There are two or more members present, so I declare that we've got a quorum. And, accordingly, we can go forward with this annual general meeting. However, as you're aware, due to the current issues surrounding COVID nineteen and the existing public health guidance in The UK, it's only been possible to admit the necessary quorum today on the grounds of public safety. This will enable the AGM to take place safely. The voting procedure under the company's Articles Association voting has taken place by submission of proxy cards, interest of shareholder democracy. Every member has one vote for every shareholder in the company, and the members have been able to vote electronically or by proxy. At this meeting, there shall be no requirement for any resolution to be proposed or seconded by any person.

2:05 So let's turn to the business of the meeting. Resolutions one to four are ordinary resolutions, which to be passed require a majority of 51% to vote in favor of each resolution. Resolution five is a special resolution, which to be passed requires majority of 75% to vote in favor of that resolution. So what I'm going to do is just run through the resolutions now, read them out, and let you know what the votes are. And I'm hoping if our slideshow works okay that we will see the the numbers come up on the screen. Right. So resolution one is an ordinary resolution for the company to receive the accounts of the company for the year ended 03/31/2021 together with the reports thereon of the directors and authors of the company.

2:55 I have received proxy votes in respect of 34,121,424 ordinary shares in favor of resolution one and none against the resolution. I have also received proxy votes in respect to 571,008 ordinary shares where I have been given discretion to vote, and I will vote in favor of the resolution. So accordingly, resolution one has been passed as an ordinary resolution. Resolution two is an ordinary resolution to reappoint doctor Simon Ward as director of the company. I have received proxy votes in respect of 34,121,424 ordinary shares in favor of the resolution and 50,660 against the resolution. I've also received proxy votes in respect to 571,008 ordinary shares where I've been given discretion to vote, and I will vote in favor of the resolution.

3:49 Resolution two, therefore, has been passed as an ordinary resolution. Resolution three is an ordinary resolution to reappoint Jefferies Henry as auditor to the company to hold office from the conclusion of the meeting till the conclusion of the next general meeting at which the accounts are laid bare before the company at a remuneration to be determined by the directors. I have received proxy votes in respect of 34,121,424 ordinary shares in favor of resolution three and none against resolution. I have also received proxy votes in respect of 571,008 ordinary shares where I have been given discretion to vote, and I will vote in favor of the resolution. Therefore, resolution three has been passed as an ordinary resolution.

4:35 Resolution four is an ordinary resolution authorizing the directors to allot relevant securities up to an aggregate nominal amount of £296,331. I have received proxy votes in respect to 33,786,304 ordinary shares in favor of resolution four and none against. I have also received proxy votes in respect to 571,008 ordinary shares where I have been given discretion to vote, and I will vote in favor of the resolution. Therefore, resolution four has been passed as an ordinary resolution. So the final resolution is resolution five, which is a special resolution empowering the directors to allot equity securities pursued to the authority conferred on them by the previous resolution four as if the preemption rights in section five sixty one of the Companies Act 2006 did not apply, provided this power is limited to the allotment of equity securities as set out in the notice.

5:32 I have received proxy votes in respect of 33,183,204 ordinary shares in favor of resolution five and

5:41 nine hundred and thirty eight thousand two hundred and twenty against the resolution. I have also received proxy votes in respect to 571,008 ordinary shares where I've been given discretion to vote, and I will vote in favor of the resolution. Therefore, resolution five has been passed as a special resolution.

6:00 So ladies and gentlemen, that concludes the formal business of the General Meeting. I do believe we have some questions, but I'm just going to hand back to Mark for a moment. That's great. Thank you very much indeed, Tim. And just to allow investors just a few moments longer perhaps to submit any questions that they may have. To do so, please submit them using the Q and A tab on the right hand corner of your screen. Just simply type in the question. But just while we allow the management team to review those questions, I'd like to remind you the recording of this meeting, along with a copy of the slides and

6:30 any published Q and A, will be available via your Investor Day company dashboard. Also like to remind you that feedback is important to the company. And immediately after this meeting has ended, you'll be redirected in order that the company can better understand your views and expectations. Tim, whilst there isn't a big window for people to type in questions, we've had a couple of questions ahead of today's AGM. So perhaps I could hand back to you. If I could ask you to read those out and a response where it's appropriate, and then I'll pick up from you if there are no further questions. Yes, of course. So as you said, Mark, we have two questions that we've put in before the meeting. So I'm going to answer one. I'm going to ask Simon to answer the other. So Simon, would you just like to take the first one? Absolutely. So the first question is, could you please explain the relationship the company has to one of Tim's other companies, INCANTHERA, who own 10% stock? Thank you. It's a very historical relationship. I've known the CEO, Dimitri, the CEO of INCANTHERA for a very large number of years, actually, even prior to the founding of INCANTHERA.

7:32 And Dimitri and and via Dimitri, of course, in new pharma, have been long term supporters of the company, that they have seen what we're doing. I believe they like what we're doing, and as such, they've supported the company in terms of their their shareholding and just ongoing general support. So it's just a historical, very happy, friendly relationship, one of mutual trust, respect, and support. Tim? Good. Thank you, Simon. The second question we have, let me read it out. Given a large amount of the share capital is yet to be issued and there are a number of warrants and options outstanding, does the company have plans on how to use any additional capital raised from the issuance of these securities should they be exercised?

8:13 Thanks. So prior to the meeting, I just dug the numbers out, actually, just to put it in context. So what we have when we we came to market last year, we issued a number of warrants to advisers and various people, and we also have issued warrants when we did the last fundraising. I'm sure a lot of you remember that. And, of course, there's a share options scheme in place for the management team. If if you add all of those together and if they were all exercised, that would be an additional twenty five min just over 25,000,000 shares. And the exercise prices on all of those, if they were all exercised, would bring in through just about £3,500,000 into the company and exercise monies. So that's not an insignificant amount of money. Now we wouldn't expect that they're all done at any more particular time. We can't judge when those monies may or may not come in.

9:09 So it's not as if we can plan for a particular amount of money coming in at a particular amount of time. But in to answer the question, what would we do with any extra monies that we had from the exercise of these these warrants or options? There are there's plenty of ideas that we have. And as you know, we're a company that acquires intellectual property and and product opportunities. We bring them in house. We develop them as far as we we need to, and then we we we license them out or commercialize them one way or the other. And as and when we get extra monies, through doing deals or through this particular route of warrants and options, then we certainly are not short of ideas about what we can develop in the future and continue to add value to shareholders.

9:58 So I hope that answers that question

10:00 sufficiently. We don't appear to have any more questions come in in the meantime, Mark. I think No. You're you're absolutely correct, Tim. As they say, one's just popped in for you there. Okay. Right. Well, I'm just reading it quickly now, but let me read it out. Probably what we we would have expected. From Robert d, how are negotiations going with the potential users of Sol? I thought we were told you hope to announce progress either this month or next. Okay. I'm gonna interpret that potential users as being a commercial partner because clearly, what we're doing is talking to some potential partners. We've we've gone public and said that. In terms of the timing, I think the indications that we gave, certainly when we're doing the last fundraising, that we were we were hoping to close a deal by the end of this calendar year.

10:55 Simon, I don't know whether you want to add anything to that, Steve. Albeit though, we will update the market, of course, as soon as as anything that needs to be updated. So we are constantly on top of that. And I guess underneath the question is, how are those negotiations going? And I think we are where we were when we made our last announcement. They are going as well as can can be hoped at the moment. We're very pleased with how it's going. And as Tim said, you know, we will we will be hoping for the conclusion of the deal before the end of the calendar year. And should anything happen in between, of course, we will be going to the market with that news straight away. Good. Thank you, Simon. Tim, Simon, thank you for that. That would appear that, that was the question that we filed in. I don't think there are any further questions at this stage. If any questions are submitted, Tim, Simon and Suzanne, obviously, we'll make these available, and you'll have the ability to give a response to those questions.

11:51 So perhaps, Tim, I could just hand back to you maybe to a few closing comments, and then I will redirect attendees to provide feedback. Thank you, Mark. Well, let me just say thank you very much to everyone that's on the webcast today. It's a real shame that we can't see you face to face, but hopefully next year, we'll have the opportunity because we obviously didn't get the opportunity last year either. So as a public company, it's a bit disappointing for us not to be able to meet you all. But, let's keep our fingers crossed that everything continues to go well here in The UK and the restrictions come off, and, we can certainly meet you face to face next year. But in the meantime, thank you once again. And certainly, there are any more questions, just shoot them in and we'll get some answers back to you. Thank you very much indeed. Tim, Simon, Suzanne, thank you once again. Could I please ask attendees not to close this session?

12:42 It shall now be automatically redirected. For the opportunity to provide your feedback in order the Board can better understand your views and expectations. This will only take a couple of moments to complete, but I'm sure will be greatly appreciated by the company. On behalf of the management team of INCANTHERA PLC, we'd like to thank you for attending today's Annual General Meeting. That now concludes the meeting. Good morning to you all.