Centessa Pharmaceuticals PLC

This resolution seeks shareholder approval to re-appoint KPMG LLP (United Kingdom) as the Company’s UK statutory auditors until the next meeting at which the Company’s annual accounts and reports are laid before shareholders. Under UK law the Company must appoint statutory auditors at such meetings; management is therefore asking shareholders to confirm KPMG UK’s continued appointment. The Audit Committee conducted the selection and review process and recommended KPMG UK based on its experience with the Company’s dual reporting requirements and the firm’s familiarity with the Company’s accounting processes. The proposal preserves the Audit Committee’s ability to replace KPMG UK in the future if it determines a change is in the Company’s best interests. Re-appointing the incumbent auditor supports audit continuity and leverages KPMG UK’s institutional knowledge of the Company’s dual U.S. GAAP and UK statutory reporting. The board recommends a vote FOR, citing the Committee’s assessment of auditor independence, competence, and the efficiencies of continued engagement. Shareholders should note that approval does not prevent the Audit Committee from selecting a different statutory auditor later, and that a failure to approve would allow the Board to appoint a replacement. In the context of the announced proposed transaction with Lilly, maintaining robust audit oversight and continuity is material to both statutory compliance and the company’s financial reporting during any transactional period. Overall, the resolution is standard corporate housekeeping to confirm appointment of the UK statutory auditor while preserving the committee’s discretion to act if circumstances change.

This resolution asks shareholders to authorize the Audit Committee to determine the auditors’ remuneration for the 2026 financial year. The request is procedural and aligns with standard UK corporate practice of delegating fee negotiation and approval to the independent Audit Committee rather than the full Board or management. The Audit Committee has already provided fee disclosure for 2024 and 2025 in the proxy materials and has an established pre-approval policy for audit and permitted non-audit services to preserve auditor independence. Authorizing the committee enables it to engage and compensate auditors promptly and to manage the scope and cost of audit and permitted non-audit services throughout the year. From a governance perspective, this delegation helps ensure that fee negotiations are conducted by independent directors with relevant oversight responsibilities, reducing potential conflicts of interest. The Board recommends a vote FOR because the Committee is responsible for selecting, overseeing and evaluating the auditors and is best placed to determine appropriate remuneration consistent with pre-approval policies. Shareholders should note the company’s transparency on audit fees and the Audit Committee’s ability to change auditors if deemed necessary. Given the company’s dual reporting requirements and recent transactional activity, this delegation supports flexible, expert oversight of audit spend while maintaining independence safeguards.

This resolution presents the Company’s UK statutory annual accounts and reports for the 2025 financial year to shareholders for receipt and adoption, and it also notes that the Board does not recommend paying a dividend for the period. Legally, UK public companies present statutory accounts to shareholders for their consideration at the AGM; this vote is largely a formal acknowledgement that the accounts have been presented and affords shareholders the opportunity to ask questions. The filing confirms the audited portion of the directors’ remuneration report is included and that the full statutory accounts will be made available on the Company’s investor website at least 21 days before the meeting. There is no direct operational action required of the Board following the vote, but the Board will deliver the accounts to the UK Registrar of Companies as required by law. The Board’s recommendation to vote FOR reflects standard practice and the view that the presented accounts fairly reflect the Company’s financial position for the year. The note that no dividend is recommended signals the company’s decision to retain capital to support operations and development activities, which is common for clinical-stage biotech companies. While largely procedural, shareholders may use the discussion around the accounts to probe financial reporting, audit outcomes, or broader capital allocation policy, particularly given ongoing strategic developments including the proposed transaction with Lilly. Overall, adoption of the statutory accounts is a routine governance step that facilitates statutory compliance and shareholder oversight.

This advisory resolution requests shareholder approval of the Company’s UK statutory directors’ remuneration report for 2025, as set out in Annex A. The report details remuneration policy, short- and long-term incentive structures, benefits, pension arrangements, termination arrangements, and the Compensation Committee’s rationale for decisions in the year—material information for investors assessing pay-for-performance alignment. The vote is non-binding under UK law, but the Board and Compensation Committee will review and consider the outcome when setting future pay practices, which creates reputational and governance pressure to align with shareholder expectations. Management is advocating FOR because the Committee believes the policies and decisions were appropriate to attract and retain high-calibre executives and align management incentives with long-term shareholder value creation, while including malus/clawback and governance safeguards. The report discloses target and actual bonus outcomes, equity grant practices, and severance/change-in-control protections—relevant given the Company’s clinical-stage status and the announced proposed transaction with Lilly. Investors may evaluate whether variable pay mixes and change-of-control protections (including a reported cash payment to the CEO under an incentivisation agreement) are commensurate with performance and shareholder interests. While non-binding, a significant vote against the report would likely trigger engagement and potential policy changes; conversely strong support signals shareholder acceptance of the Committee’s approach. Overall, the resolution is a standard UK AGM advisory vote that provides transparency and accountability over director pay and permits shareholders to register approval or concerns which the Board must consider in future remuneration-setting.