Mereo Biopharma Group PLC

This resolution asks shareholders to formally receive and adopt the Company’s U.K. statutory annual report and accounts for 2025, including the directors’ report and the auditors’ report. Management seeks this approval because, under U.K. company law and good governance practice, shareholders must formally receive the statutory accounts at the annual general meeting; adoption confirms shareholder review and acceptance of the financial statements and accompanying narrative. The statutory accounts include audited financial statements prepared under UK-adopted IFRS and consolidated U.S. GAAP financials included in the company’s Form 10-K, and thus adoption signals acceptance of management’s financial reporting and the external auditor’s opinion. While typically routine, the vote provides shareholders an opportunity to scrutinize performance, accounting judgments, and disclosures (for example, the company’s reported net loss and the Pay Versus Performance disclosures). The board’s unanimous recommendation to vote FOR reflects the view that the accounts fairly present the company’s financial position and results and that releasing them to shareholders is appropriate. A “for” vote does not alter rights but supports management and the Audit and Risk Committee’s stewardship and the integrity of the audit process. Investors should consider any audit qualifications, significant accounting estimates, disclosures about going concern or other risk factors in the accounts when evaluating the resolution. Given PwC serves as auditor and the Audit and Risk Committee’s oversight, adoption is consistent with normal governance practice and is unlikely to be controversial absent material disagreements with management’s accounting or disclosure decisions.

This proposal asks shareholders to authorize the Audit and Risk Committee to determine the remuneration of the Company’s auditors, PwC, for the fiscal year ending December 31, 2026. Management seeks this routine authority to ensure that the committee responsible for auditor oversight—charged with evaluating auditor independence, qualifications and the scope of audit and non-audit services—can set and approve fees without requiring shareholder-level approval for routine fee determinations. The proposal aligns with applicable Sarbanes-Oxley and SEC requirements that audit committees pre-approve allowed services and fees and is consistent with standard corporate governance practice for U.S.-listed companies. For investors, delegating fee determination to the Audit and Risk Committee centralizes responsibility with independent directors who are expected to guard auditor independence and manage potential conflicts arising from non-audit services. The resolution is non-controversial where the committee demonstrates robust oversight, and the proxy discloses historic audit and non-audit fees for transparency. The Board recommends a FOR vote because the committee’s pre-approval processes and reporting (and the committee’s designation of an audit committee financial expert) provide appropriate safeguards over auditor remuneration and independence.

This advisory resolution asks shareholders to approve the Company’s annual directors’ remuneration report (excluding the forward-looking remuneration policy). Management is seeking a non-binding endorsement of how the Remuneration Committee applied the approved policy during 2025, including actual pay outcomes, bonus determinations, equity awards, and rationale for incentives. The report provides detailed disclosure on executive pay practices, the link between performance and pay, and specific 2025 outcomes (for example, bonuses awarded as option awards in lieu of cash and the Remuneration Committee’s exercise of discretion in light of Phase 3 study outcomes). Although non-binding, the Board will consider shareholder feedback from this vote when making future remuneration decisions; this is a standard U.K./U.S. cross-listed governance practice designed to enhance accountability. For sophisticated investors, key considerations include whether disclosed metrics and the committee’s discretionary adjustments align with long-term shareholder value creation, whether incentives encourage appropriate risk-taking, and how pay compares to peer practices. The Board recommends voting FOR, arguing the report reflects a thoughtful application of policy and appropriate compensation governance, but shareholders should evaluate the disclosed pay-versus-performance information and the committee’s rationale in light of company results and clinical program developments.

This resolution requests shareholder approval of the Company’s revised Directors’ Remuneration Policy, which will govern how directors are compensated for the next three-year period unless replaced sooner. Management is seeking shareholder ratification to comply with U.K. statutory requirements and to provide clarity and predictability about reward structures, fee levels, equity plan usage, and governance of executive pay. The Remuneration Committee’s stated objectives—promoting retention of experienced directors and aligning incentives with long-term shareholder interests—reflect common governance goals; the policy was updated following a 2023 review to reflect changes in the business and market conditions. Investors should assess the policy for potential misalignments, such as incentive structures that could encourage short-term risk-taking, the balance between cash and equity, post-employment and termination provisions, and the presence of clawback or malus mechanisms (the company has a clawback policy consistent with Rule 10D-1). Approval gives the Board and Remuneration Committee the framework to make awards and set fees consistent with market practice, but shareholders will continue to express views through the annual advisory vote on the remuneration report. The Board recommends a FOR vote, arguing the revised policy is appropriate; however, investors should review policy details to confirm alignment with long-term value creation and peer norms.

This proposal is an annual non-binding “say-on-pay” vote required by U.S. proxy rules and the Dodd-Frank Act, asking shareholders to approve the compensation awarded to the Company’s named executive officers for 2025. Management seeks a routine advisory endorsement to confirm shareholder support for its executive compensation philosophy, program design, and the specific pay outcomes disclosed (including base salaries, equity grants, and bonuses). In 2025, the Remuneration Committee exercised discretion in bonus outcomes—awarding employees 50% of target paid in market-value options in lieu of cash—reflecting the committee’s assessment of clinical program outcomes (notably Phase 3 Orbit and Cosmic studies under partners not meeting primary endpoints during 2025) and other operational objectives. The advisory vote is non-binding but materially informs future compensation decisions; a negative vote would require the Board and Remuneration Committee to engage with shareholders, explain actions taken, and consider policy changes. Investors should weigh how compensation outcomes track with company performance, the structure and timing of equity awards, and whether incentives encourage sustainable long-term value creation. Given the disclosed governance safeguards (independent Remuneration Committee, external compensation consultant Compensia, clawback policy), the Board recommends voting FOR; however, large institutional investors may scrutinize the rationale for option-based bonuses in lieu of cash and the relationship between realized pay and TSR and net loss metrics disclosed in the Pay Versus Performance section.

This resolution seeks shareholder authority under section 551 of the Companies Act to enable the Directors to allot shares and grant subscription or conversion rights up to a specified nominal amount equal to approximately 150% of the Company’s issued nominal share capital as of March 26, 2026, with the authority expiring on June 30, 2029. Management requests this power to preserve the flexibility to execute equity financings quickly—particularly through the Company’s existing Form S-3 shelf for ADS offerings—and to replace the expiring 2023 authority. The Board frames this as a pragmatic governance step to ensure the Company can access capital markets without the delay and cost of convening a further general meeting, noting the Company currently has no present intention to raise capital under the authority. For shareholders, the principal trade-off is between dilution risk from potential future issuances and the benefit of timely access to funding to advance clinical programs and sustain operations for a pre-revenue biotech. The resolution also references the limit and sunset (June 30, 2029) and clarifies replacement of the earlier authority, which are standard investor protections. The board’s unanimous recommendation to vote FOR reflects its view that the authority supports corporate strategy and competitiveness—particularly relative to U.S. peers not subject to pre-emption rules—while preserving customary limits and disclosures to mitigate dilution concerns. Investors should consider the company’s cash runway, fundraising history, and the potential use cases for issuance when assessing the resolution.

This special resolution asks shareholders to permit the Directors, subject to the passing of Resolution 10, to allot equity securities for cash and sell treasury shares as if statutory pre-emption rights did not apply, up to a specified nominal amount and until June 30, 2029. Management’s explicit rationale is to preserve the Company’s ability to complete timely equity financings—particularly under its existing Form S-3 shelf registration for ADS offerings—without the administrative and timing constraints of pre-emptive offers to existing shareholders. The proposal emphasizes the practical benefit of speed and reduced cost in accessing capital markets for a pre-revenue biotech with active clinical programs and limited revenue, and it frames the authority as replacing an expiring 2023 power to the same extent unused. From a governance perspective, the measure increases the potential for dilution but is accompanied by limits on quantum and time, and it requires a higher shareholder majority (as a special resolution) to pass, which provides an additional shareholder check. Institutional investors will typically evaluate the Board’s communication about intended use (the company states no current intention to use the powers), recent capital-raising history, and safeguards such as limits, replacement of prior authority, and the conditional nature of the resolution. The Board recommends a FOR vote, arguing the flexibility is necessary for competitiveness and financial resilience; shareholders should weigh dilution risk versus the strategic need to maintain the ability to execute fundraises efficiently.