PYC Therapeutics Limited Annual Report 2013

Plain-text annual report

Annual Report and Financial Statements For the Year Ended 30 June 2013 Company Registration No. 4225086 2 Contents Officers and Professional Advisers Chairman’s Statement Chairman and Chief Executive Officer’s Statement The Directors’ Report Independent Auditor’s Report to the members Income Statement Statement of financial position Statement of changes in equity Cash Flow Statement Notes on the Financial Statements Notice of Annual General Meeting Form of Proxy 4 5 6 10 15 17 18 19 20 21 34 37 3 Left Blank Intentionally Officers and Professional Advisers Chairman and Chief Executive Officer’s Statement Officers and Professional Advisers Officers and Professional Advisers BANKER R J Jones R J Jones SECRETARY SECRETARY SECRETARY AUDITOR AUDITOR AUDITOR R J Jones AUDITOR Introduction DIRECTORS DIRECTORS SECRETARY SECRETARY SECRETARY DIRECTORS DIRECTORS DIRECTORS SECRETARY Introduction Introduction REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE Officers and Professional Advisers Officers and Professional Advisers Dr P B Harper Dr M P Chadwick Dr C D Chassagnole Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, Dr P B Harper Dr P B Harper Dr P B Harper Dr M P Chadwick Dr M P Chadwick Dr M P Chadwick Dr C D Chassagnole Dr C D Chassagnole Dr C D Chassagnole Chairman Chairman Chief Executive Officer Chief Executive Officer Chief Operating Officer Chief Operating Officer Chairman Chief Executive Officer Chief Operating Officer Officers and Professional Advisers Officers and Professional Advisers DIRECTORS DIRECTORS 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers The Directors submit their report and the audited financial statements of Physiomics Plc for the year Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers Chairman and Chief Executive Officer’s Statement Officers and Professional Advisers Officers and Professional Advisers R J Jones R J Jones Officers and Professional Advisers Chairman and Chief Executive Officer’s Statement Officers and Professional Advisers Officers and Professional Advisers REGISTERED OFFICE REGISTERED OFFICE DIRECTORS Officers and Professional Advisers Officers and Professional Advisers DIRECTORS DIRECTORS Dr P B Harper Dr P B Harper Dr P B Harper Dr M P Chadwick Dr M P Chadwick Dr M P Chadwick Dr C D Chassagnole Dr C D Chassagnole Dr C D Chassagnole of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) DIRECTORS DIRECTORS as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form Form of Proxy Form of Proxy Directors’ Report Form of Proxy Form of Proxy Directors’ Report Left Blank Intentionally I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. The Directors submit their report and the audited financial statements of Physiomics Plc for the year ended 30 June 2012. Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) ended 30 June 2012. ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares Principal Activities and Performance Review □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) Principal Activities and Performance Review as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 DIRECTORS December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will The Company is principally engaged in providing services to pharmaceutical companies in the areas of outsourced systems and computational biology. exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form where indicated below (see notes below). where indicated below (see notes below). Dr P B Harper where indicated below (see notes below). where indicated below (see notes below). outsourced systems and computational biology. ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS Dr M P Chadwick Dr C D Chassagnole For For Against Withheld Against Withheld ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year ended 30 June 2012. ended 30 June 2012. ended 30 June 2012. ended 30 June 2012. accumulated losses, and given the stage of the company’s development, the Directors are unable to recommend the payment of a dividend. SECRETARY 2. To re-appoint Paul Harper as a Director. 2. To re-appoint Paul Harper as a Director. 2. To re-appoint Paul Harper as a Director. 2. To re-appoint Paul Harper as a Director. recommend the payment of a dividend. Performance Indicators their remuneration. their remuneration. ended 30 June 2012. Form of Proxy Form of Proxy Directors’ Report I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. The Directors submit their report and the audited financial statements of Physiomics Plc for the year SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) Left Blank Intentionally Performance Indicators their remuneration. their remuneration. 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of Performance Indicators their remuneration. their remuneration. R J Jones the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix Form of Proxy Form of Proxy Directors’ Report 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the The Directors consider that the key performance indicators are those that communicate the financial Company to allot relevant securities up to an aggregate nominal amount of £150,000. Company to allot relevant securities up to an aggregate nominal amount of £150,000. Officers and Professional Advisers I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……, REGISTERED OFFICE SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS performance and strength of the company as a whole, these being revenue, profitability and The Directors submit their report and the audited financial statements of Physiomics Plc for the year of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….…………………………….. 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority shareholders’ funds. The Magdalen Centre Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) Introduction DIRECTORS DIRECTORS DIRECTORS DIRECTORS DIRECTORS Left Blank Intentionally Company to allot relevant securities up to an aggregate nominal amount of £150,000. Company to allot relevant securities up to an aggregate nominal amount of £150,000. Officers and Professional Advisers Officers and Professional Advisers Officers and Professional Advisers December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) Principal Activities and Performance Review as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) □ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) DIRECTORS ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares ………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares Robert Robinson Avenue Dr P B Harper DIRECTORS shareholders’ funds. ended 30 June 2012. notice. notice. Oxford Science Park Dr P B Harper my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will The Company is principally engaged in providing services to pharmaceutical companies in the areas of • The operating loss was £577,922 (2011: £693,795) exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form Dr P B Harper Dr M P Chadwick Dr M P Chadwick Dr M P Chadwick my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will The Company is principally engaged in providing services to pharmaceutical companies in the areas of exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form • At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511) Signature(s)…………………………………………………………………………………………………………………………………………………… Signature(s)…………………………………………………………………………………………………………………………………………………… outsourced systems and computational biology. Dr C D Chassagnole Dr C D Chassagnole Dr C D Chassagnole Dr C D Chassagnole Dr M P Chadwick where indicated below (see notes below). where indicated below (see notes below). Dr M P Chadwick Dr P B Harper Dr C D Chassagnole Dr P B Harper OX4 4GA where indicated below (see notes below). where indicated below (see notes below). outsourced systems and computational biology. Chairman Principal Activities and Performance Review The turnover of the Company increased to £135,306 (2011: £53,345) as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 Dr P B Harper Dr P B Harper Dr P B Harper December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how • The operating loss was £577,922 (2011: £693,795) Dr M P Chadwick DIRECTORS DIRECTORS Dr M P Chadwick Oxford notice. notice. Oxford Oxford DIRECTORS DIRECTORS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of Date …………………………………………………………………………………………………….………… 2012 Date …………………………………………………………………………………………………….………… 2012 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year Date …………………………………………………………………………………………………….………… 2012 Date …………………………………………………………………………………………………….………… 2012 accumulated losses, and given the stage of the company’s development, the Directors are unable to accumulated losses, and given the stage of the company’s development, the Directors are unable to Dr C D Chassagnole Dr C D Chassagnole Future Risks SECRETARY SECRETARY SECRETARY SECRETARY AUDITOR SECRETARY ended 30 June 2012. ended 30 June 2012. ended 30 June 2012. ended 30 June 2012. NOTES NOTES …………………………………………………………………………………………. …………………………………………………………………………………………. ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS …………………………………………………………………………………………. …………………………………………………………………………………………. Dr C D Chassagnole For For Against Withheld Against Withheld Future Risks Chief Executive Officer Dr P B Harper Dr M P Chadwick Chief Operating Officer SECRETARY Dr M P Chadwick SECRETARY Against Withheld Against Withheld For For Dr C D Chassagnole 2. To re-appoint Paul Harper as a Director. 2. To re-appoint Paul Harper as a Director. recommend the payment of a dividend. 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix NOTES NOTES The Company faces many risks on the way to building shareholder value. The process of winning major 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general 2. To re-appoint Paul Harper as a Director. 2. To re-appoint Paul Harper as a Director. recommend the payment of a dividend. meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. contracts in a competitive environment is rarely simple and can be delayed for reasons outside the 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Company’s control. This means the Company faces major uncertainties in its cash flow. meeting in person, your proxy appointment will automatically be terminated. meeting in person, your proxy appointment will automatically be terminated. meeting in person, your proxy appointment will automatically be terminated. meeting in person, your proxy appointment will automatically be terminated. Performance Indicators REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE Dr PB Harper, PhD 10 Orange Street Paul Harper, PhD Shipleys LLP SECRETARY SECRETARY R J Jones R J Jones R J Jones R J Jones R J Jones R J Jones their remuneration. their remuneration. R J Jones DIRECTORS DIRECTORS R J Jones R J Jones R J Jones Future Risks 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the The Directors consider that the key performance indicators are those that communicate the financial Company to allot relevant securities up to an aggregate nominal amount of £150,000. Company to allot relevant securities up to an aggregate nominal amount of £150,000. 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other The Directors consider that the key performance indicators are those that communicate the financial Company to allot relevant securities up to an aggregate nominal amount of £150,000. Company to allot relevant securities up to an aggregate nominal amount of £150,000. than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the The Magdalen Centre performance and strength of the company as a whole, these being revenue, profitability and Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible performance and strength of the company as a whole, these being revenue, profitability and 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority Addressing the Risks Addressing the Risks The Magdalen Centre The Magdalen Centre The Magdalen Centre The Magdalen Centre REGISTERED OFFICE REGISTERED OFFICE Robert Robinson Avenue 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the REGISTERED OFFICE REGISTERED OFFICE Robert Robinson Avenue The Magdalen Centre 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority Robert Robinson Avenue Robert Robinson Avenue Robert Robinson Avenue The Magdalen Centre SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS Haymarket SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS Chairman London Dr P B Harper London London Dr P B Harper R J Jones Chairman shareholders’ funds. conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ notice. notice. The turnover of the Company increased to £135,306 (2011: £53,345) for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. will need to appoint someone other than the Chairman and give them the relevant instructions directly. will need to appoint someone other than the Chairman and give them the relevant instructions directly. Robert Robinson Avenue Oxford Science Park Oxford Science Park shareholders’ funds. 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen The turnover of the Company increased to £135,306 (2011: £53,345) more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed • The operating loss was £577,922 (2011: £693,795) until the anticipated income is achieved. until the anticipated income is achieved. The Magdalen Centre Robert Robinson Avenue Robert Robinson Avenue Oxford Science Park Oxford Science Park Oxford Science Park Oxford Science Park Oxford Science Park Robert Robinson Avenue The Magdalen Centre OX4 4GA OX4 4GA Oxford Oxford Oxford Oxford Oxford SECRETARY OX4 4GA OX4 4GA Oxford Oxford Oxford notice. notice. SECRETARY OX4 4GA OX4 4GA OX4 4GA Oxford WC2H 7DQ Signature(s)…………………………………………………………………………………………………………………………………………………… Signature(s)…………………………………………………………………………………………………………………………………………………… • At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511) 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the Signature(s)…………………………………………………………………………………………………………………………………………………… Signature(s)…………………………………………………………………………………………………………………………………………………… Interest rate risk the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. • At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511) OX4 4GA Oxford R J Jones Interest rate risk relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or …………………………………………………………………………………………. …………………………………………………………………………………………. R J Jones BANKER OX4 4GA Oxford Science Park Oxford Science Park • The operating loss was £577,922 (2011: £693,795) …………………………………………………………………………………………. …………………………………………………………………………………………. Future Risks Date …………………………………………………………………………………………………….………… 2012 Date …………………………………………………………………………………………………….………… 2012 against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or The Company finances its operations by cash and short term deposits. The Company’s policy on interest Date …………………………………………………………………………………………………….………… 2012 Date …………………………………………………………………………………………………….………… 2012 abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. National Westminster Bank Plc 6. Any alteration to the form of proxy should be initialled. 6. Any alteration to the form of proxy should be initialled. rate management is agreed at board level and is reviewed on an ongoing basis. 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general The Company faces many risks on the way to building shareholder value. The process of winning major 6. Any alteration to the form of proxy should be initialled. 6. Any alteration to the form of proxy should be initialled. Woollen Hall Dr P B Harper Shipleys LLP DIRECTORS REGISTRAR AUDITOR AUDITOR AUDITOR AUDITOR AUDITOR NOTES NOTES NOTES NOTES The Company faces many risks on the way to building shareholder value. The process of winning major 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal contracts in a competitive environment is rarely simple and can be delayed for reasons outside the meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. Dr M P Chadwick meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. contracts in a competitive environment is rarely simple and can be delayed for reasons outside the Other creditors, accruals and deferred income values do not bear interest. Company’s control. This means the Company faces major uncertainties in its cash flow. or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. meeting in person, your proxy appointment will automatically be terminated. Company’s control. This means the Company faces major uncertainties in its cash flow. personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other meeting in person, your proxy appointment will automatically be terminated. meeting in person, your proxy appointment will automatically be terminated. Dr C D Chassagnole Dr C D Chassagnole 10 Orange Street 10 Orange Street 10 Orange Street Dr M P Chadwick 10 Orange Street Capita Registrars 10 Orange Street 10 Orange Street 10 Orange Street Southampton Dr P B Harper The Registry Shipleys LLP Shipleys LLP Shipleys LLP Shipleys LLP Castle Way Haymarket Haymarket Haymarket Haymarket Haymarket Shipleys LLP AUDITOR AUDITOR Shipleys LLP Haymarket 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible respect of that share. respect of that share. Interest rate profile SECRETARY 10 Orange Street Chief Operating Officer Chief Operating Ofﬁcer 34 Beckenham Road than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Interest rate profile Addressing the Risks respect of that share. respect of that share. Shipleys LLP Haymarket WC2H 7DQ SO14 2DE London London London London London Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen The Company had no bank borrowings at the 30 June 2012. 4TU not later than 48 hours before the time of the meeting. 4TU not later than 48 hours before the time of the meeting. 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the will need to appoint someone other than the Chairman and give them the relevant instructions directly. will need to appoint someone other than the Chairman and give them the relevant instructions directly. 4TU not later than 48 hours before the time of the meeting. 4TU not later than 48 hours before the time of the meeting. 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen relation to the submission of a proxy appointment via CREST. relation to the submission of a proxy appointment via CREST. until the anticipated income is achieved. proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed REGISTERED OFFICE more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. relation to the submission of a proxy appointment via CREST. relation to the submission of a proxy appointment via CREST. REGISTERED OFFICE Taylor Vinters LLP WC2H 7DQ WC2H 7DQ WC2H 7DQ AUDITOR R J Jones R J Jones OX4 4GA BR3 2YU BANKER BANKER BANKER BANKER BANKER London London BANKER BANKER BANKER authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you The Company had no bank borrowings at the 30 June 2012. will need to appoint someone other than the Chairman and give them the relevant instructions directly. will need to appoint someone other than the Chairman and give them the relevant instructions directly. Haymarket 10 Orange Street WC2H 7DQ SECRETARY Beckenham Addressing the Risks SOLICITOR Haymarket WC2H 7DQ WC2H 7DQ WC2H 7DQ WC2H 7DQ OX4 4GA London Oxford Oxford London London London Kent proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the until the anticipated income is achieved. Shipleys LLP WC2H 7DQ WC2H 7DQ Haymarket Haymarket Merlin Place, the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those The Company finances its operations by cash and short term deposits. The Company’s policy on interest against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. National Westminster Bank Plc The Magdalen Centre The Magdalen Centre FINANCIAL ADVISER Shipleys LLP Interest rate risk Milton Road, BANKER BANKER precedence. precedence. against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or The Company finances its operations by cash and short term deposits. The Company’s policy on interest abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. National Westminster Bank Plc expressly stated. expressly stated. 6. Any alteration to the form of proxy should be initialled. 6. Any alteration to the form of proxy should be initialled. rate management is agreed at board level and is reviewed on an ongoing basis. 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal Woollen Hall Woollen Hall Woollen Hall Woollen Hall CB4 0DP 6. Any alteration to the form of proxy should be initialled. 6. Any alteration to the form of proxy should be initialled. rate management is agreed at board level and is reviewed on an ongoing basis. or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. Other creditors, accruals and deferred income values do not bear interest. Castle Way Castle Way Castle Way Woollen Hall 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting Castle Way Robert Robinson Avenue Oxford Science Park WH Ireland Limited Haymarket Castle Way Oxford Science Park 11 St James's Square Oxford Science Park Haymarket London Oxford Southampton National Westminster Bank Plc National Westminster Bank Plc National Westminster Bank Plc The Magdalen Centre Robert Robinson Avenue Shipleys LLP Woollen Hall Woollen Hall Cambridge Southampton Castle Way Castle Way Castle Way expressly stated. expressly stated. SO14 2DE SO14 2DE (i) personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in precedence. precedence. Interest rate risk BANKER REGISTERED OFFICE AUDITOR or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. Other creditors, accruals and deferred income values do not bear interest. Interest rate profile respect of that share. respect of that share. 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in Castle Way Southampton Southampton Southampton Southampton SO14 2DE SO14 2DE SO14 2DE SO14 2DE Southampton OX4 4GA Woollen Hall Oxford, OX44GA Manchester Oxford SO14 2DE London WC2H 7DQ WC2H 7DQ SOLICITOR SOLICITOR 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 The Company had no bank borrowings at the 30 June 2012. SO14 2DE Kingdom. SOLICITOR 4TU not later than 48 hours before the time of the meeting. 4TU not later than 48 hours before the time of the meeting. 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in SOLICITOR SOLICITOR SOLICITOR Interest rate profile respect of that share. respect of that share. Oxford DIRECTORS OX4 4GA AUDITOR OX4 4GA AUDITOR AUDITOR AUDITOR authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 The Company had no bank borrowings at the 30 June 2012. relation to the submission of a proxy appointment via CREST. relation to the submission of a proxy appointment via CREST. SOLICITOR 4TU not later than 48 hours before the time of the meeting. 4TU not later than 48 hours before the time of the meeting. 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in precedence. precedence. 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take Taylor Vinters LLP relation to the submission of a proxy appointment via CREST. relation to the submission of a proxy appointment via CREST. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those Taylor Vinters LLP 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those 36 36 8 36 36 8 expressly stated. expressly stated. precedence. precedence. expressly stated. expressly stated. Merlin Place, Milton Road, Cambridge CB4 0DP Kingdom. Taylor Vinters LLP Taylor Vinters LLP Taylor Vinters LLP Merlin Place, Merlin Place, Merlin Place, Merlin Place, Milton Road, Milton Road, Milton Road, Milton Road, Cambridge Cambridge Cambridge Cambridge CB4 0DP CB4 0DP CB4 0DP CB4 0DP Kingdom. Kingdom. Kingdom. Kingdom. 36 36 8 36 36 8 Woollen Hall SO14 2DE OX4 4GA Castle Way M2 3WH Castle Way Southampton SOLICITOR Southampton SOLICITOR SO14 2DE AUDITOR SOLICITOR SO14 2DE AUDITOR BANKER BANKER Taylor Vinters LLP Taylor Vinters LLP Shipleys LLP SOLICITOR Merlin Place, SOLICITOR Merlin Place, 50 Broadway 10 Orange Street Shipleys LLP Milton Road, Milton Road, Haymarket 10 Orange Street Taylor Vinters LLP Westminster Taylor Vinters LLP Cambridge Cambridge cancer. London Haymarket Merlin Place, London Merlin Place, CB4 0DP CB4 0DP WC2H 7DQ Milton Road, London Cambridge Cambridge Woollen Hall CB4 0DP CB4 0DP Woollen Hall Castle Way Castle Way Southampton Milton Road, SW1H 0BLOX2 0JB WC2H 7DQ Cambridge Southampton SO14 2DE (ii) Cambridge CB4 0DP CB4 0DP BANKER Kingdom. Kingdom. BANKER Kingdom. Kingdom. SO14 2DE SOLICITOR SOLICITOR Kingdom. Kingdom. Woollen Hall Merlin Place, Merlin Place, Milton Road, Woollen Hall Castle Way Milton Road, Cambridge Castle Way Southampton Cambridge CB4 0DP Southampton SO14 2DE CB4 0DP 3 Taylor Vinters LLP Kingdom. Taylor Vinters LLP Merlin Place, SO14 2DE SOLICITOR SOLICITOR Merlin Place, Milton Road, Milton Road, Cambridge Cambridge CB4 0DP CB4 0DP The vision and strategy for Physiomics remains unchanged, and the Company has made good progress towards its declared goals in the period. Signing up two new major pharmaceutical companies to utilise Virtual Tumour represents an important landmark in establishing the Company's technology platform in the drug discovery process in oncology. In addition to signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest that our strategy is working. While the initial revenues for first projects are always modest, since these usually take the form of pilot studies, the Directors believe that there are good prospects for increased business and revenue flow from such customers. In particular, such prospects could arise from internal policy decisions to use Virtual Tumour as a standard Chairman Chairman modality in drug discovery programmes. In addition, growing the customer base has increased Chief Executive Officer Chief Executive Officer Chief Operating Officer our awareness of the potential for new decision and forecasting tools, leading us to develop Chief Operating Officer Virtual Tumour Clinical. It continues to be the view of the Directors that development of a Officers and Professional Advisers clinical version of Virtual Tumour will be a major source of future revenues, since a tool with this capability has been requested by most of our current and potential customers. The Company has also developed two new products, namely its drug combinations and regimens database and cardiac toxicity prediction model. These are designed to augment our credentials as a business committed to providing predictive tools to the pharma and healthcare Industry. Such tools are used by professionals to improve the outcomes of drug design, development, combination dosing strategies and clinical outcomes. Dr P B Harper Dr P B Harper DIRECTORS Dr M P Chadwick Dr P B Harper Chairman DIRECTORS Dr M P Chadwick Chairman Dr P B Harper Chairman The vision and strategy for Physiomics remains unchanged, and the Company has made good The Company is principally engaged in providing services to pharmaceutical companies in the areas of Chairman Chairman Chairman Dr C D Chassagnole DIRECTORS Dr M P Chadwick Chief Executive Officer Dr C D Chassagnole DIRECTORS Chief Executive Officer Dr M P Chadwick Chief Executive Officer Dr P B Harper Chairman Chief Executive Officer Chief Executive Officer Chief Executive Officer progress towards its declared goals in the period. Signing up two new major pharmaceutical Dr C D Chassagnole Chief Operating Officer Dr P B Harper Chief Operating Officer Dr C D Chassagnole Chief Operating Officer Dr M P Chadwick Chief Executive Officer Chief Operating Officer Chief Operating Officer Chief Operating Officer Chairman Dr P B Harper SECRETARY Against Withheld Against Withheld For For Dr M P Chadwick companies to utilise Virtual Tumour represents an important landmark in establishing the SECRETARY Chairman Dr P B Harper There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of SECRETARY SECRETARY Chief Operating Officer Dr C D Chassagnole Offi cers and Professional Advisors Chief Executive Officer Dr M P Chadwick 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year 1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year SECRETARY Dr C D Chassagnole Chief Executive Officer Dr M P Chadwick Officers and Professional Advisers SECRETARY Company's technology platform in the drug discovery process in oncology. In addition to SECRETARY accumulated losses, and given the stage of the company’s development, the Directors are unable to Chief Operating Officer Dr C D Chassagnole R J Jones Officers and Professional Advisers Chief Operating Officer Dr C D Chassagnole R J Jones Officers and Professional Advisers R J Jones R J Jones SECRETARY signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest R J Jones SECRETARY R J Jones Officers and Professional Advisers DIRECTORS SECRETARY REGISTERED OFFICE that our strategy is working. While the initial revenues for first projects are always modest, Dr PB Harper, PhD SECRETARY Paul Harper, PhD REGISTERED OFFICE DIRECTORS DIRECTORS R J Jones DIRECTORS REGISTERED OFFICE Dr Mark Chadwick, PhD, MBA Dr PB Harper, PhD Mark Chadwick, PhD, MBA Paul Harper, PhD REGISTERED OFFICE Chairman R J Jones since these usually take the form of pilot studies, the Directors believe that there are good Officers and Professional Advisers Chairman DIRECTORS 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the R J Jones Dr P B Harper Chairman and Chief Executive Officer’s Statement DIRECTORS DIRECTORS Officers and Professional Advisers The Magdalen Centre The Directors consider that the key performance indicators are those that communicate the financial Chief Executive Officer Chairman R J Jones Officers and Professional Advisers Chief Executive Ofﬁcer Chairman The Magdalen Centre Officers and Professional Advisers Dr P B Harper Chairman DIRECTORS Dr P B Harper prospects for increased business and revenue flow from such customers. In particular, such Dr M P Chadwick The Magdalen Centre The Magdalen Centre The Magdalen Centre Dr P B Harper REGISTERED OFFICE The Magdalen Centre Robert Robinson Avenue SECRETARY DIRECTORS The Magdalen Centre performance and strength of the company as a whole, these being revenue, profitability and Officers and Professional Advisers REGISTERED OFFICE Robert Robinson Avenue Chairman Dr P B Harper Dr M P Chadwick Chief Executive Officer The Magdalen Centre The Magdalen Centre The Magdalen Centre Dr P B Harper REGISTERED OFFICE Dr M P Chadwick Officers and Professional Advisers Dr C D Chassagnole The Magdalen Centre Robert Robinson Avenue Robert Robinson Avenue Robert Robinson Avenue Dr P B Harper Robert Robinson Avenue Dr M P Chadwick 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority prospects could arise from internal policy decisions to use Virtual Tumour as a standard Oxford Science Park REGISTERED OFFICE Robert Robinson Avenue Officers and Professional Advisers Officers and Professional Advisers Chief Executive Officer Dr M P Chadwick Oxford Science Park Chief Operating Officer Dr C D Chassagnole Robert Robinson Avenue Robert Robinson Avenue Robert Robinson Avenue Dr P B Harper Dr M P Chadwick conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. Dr C D Chassagnole Oxford Science Park Oxford Science Park Oxford Science Park Robert Robinson Avenue Officers and Professional Advisers Oxford Science Park DIRECTORS Dr M P Chadwick The Magdalen Centre Dr C D Chassagnole Oxford DIRECTORS Oxford Science Park modality in drug discovery programmes. In addition, growing the customer base has increased DIRECTORS Chief Operating Officer Dr C D Chassagnole The Magdalen Centre 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ Oxford Science Park Oxford Science Park Oxford Science Park Officers and Professional Advisers Oxford Dr M P Chadwick The Magdalen Centre Dr C D Chassagnole Oxford Science Park SECRETARY Oxford Oxford Oxford Oxford Dr C D Chassagnole Robert Robinson Avenue The turnover of the Company increased to £135,306 (2011: £53,345) The Magdalen Centre Chairman Officers and Professional Advisers OX4 4GA Oxford SECRETARY Oxford Robert Robinson Avenue Chairman Officers and Professional Advisers OX4 4GA Dr C D Chassagnole Robert Robinson Avenue Dr P B Harper Chairman our awareness of the potential for new decision and forecasting tools, leading us to develop The vision and strategy for Physiomics remains unchanged, and the Company has made good Chairman Chairman Chairman OX4 4GA SECRETARY Oxford OX4 4GA OX4 4GA OX4 4GA Chairman Dr P B Harper Oxford Science Park SECRETARY The vision and strategy for Physiomics remains unchanged, and the Company has made good Chief Executive Officer Robert Robinson Avenue Officers and Professional Advisers OX4 4GA Dr P B Harper Dr P B Harper Chairman Chairman Chairman Dr P B Harper DIRECTORS SECRETARY Chief Executive Officer OX4 4GA OX4 4GA OX4 4GA Chief Executive Officer Dr M P Chadwick Oxford Science Park Oxford Science Park SECRETARY Chief Executive Officer Chief Executive Officer Chief Executive Officer DIRECTORS Chief Executive Officer Dr M P Chadwick R J Jones OX4 4GA progress towards its declared goals in the period. Signing up two new major pharmaceutical Virtual Tumour Clinical. It continues to be the view of the Directors that development of a SECRETARY Oxford Chief Operating Officer Chairman Chief Executive Officer Dr M P Chadwick Dr M P Chadwick Chief Executive Officer Chief Executive Officer Dr M P Chadwick Oxford Science Park progress towards its declared goals in the period. Signing up two new major pharmaceutical Dr C D Chassagnole Chief Operating Officer Chief Operating Officer • At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511) R J Jones SECRETARY Oxford Oxford Chief Operating Officer Chief Operating Officer Chief Operating Officer Dr C D Chassagnole Chief Operating Officer Chairman R J Jones Signature(s)…………………………………………………………………………………………………………………………………………………… Signature(s)…………………………………………………………………………………………………………………………………………………… DIRECTORS Chief Executive Officer Chief Operating Officer Chief Operating Officer Chief Operating Officer Dr C D Chassagnole Dr C D Chassagnole Dr C D Chassagnole OX4 4GA R J Jones Chairman Dr P B Harper Oxford companies to utilise Virtual Tumour represents an important landmark in establishing the clinical version of Virtual Tumour will be a major source of future revenues, since a tool with Chairman AUDITOR R J Jones companies to utilise Virtual Tumour represents an important landmark in establishing the DIRECTORS Chairman Dr P B Harper OX4 4GA R J Jones OX4 4GA AUDITOR Chief Executive Officer REGISTRAR AUDITOR Chief Operating Officer REGISTERED OFFICE DIRECTORS Dr M P Chadwick Chief Executive Officer REGISTRAR AUDITOR REGISTRAR AUDITOR REGISTRAR AUDITOR OX4 4GA R J Jones REGISTRAR AUDITOR SECRETARY Chief Executive Officer Officers and Professional Advisers REGISTERED OFFICE Company's technology platform in the drug discovery process in oncology. In addition to DIRECTORS REGISTRAR REGISTRAR REGISTRAR Chief Executive Officer Dr M P Chadwick Officers and Professional Advisers SECRETARY R J Jones this capability has been requested by most of our current and potential customers. The Company's technology platform in the drug discovery process in oncology. In addition to Chief Operating Officer Dr C D Chassagnole Chief Operating Officer REGISTERED OFFICE REGISTRAR Dr P B Harper REGISTERED OFFICE Officers and Professional Advisers Chief Operating Officer Officers and Professional Advisers Officers and Professional Advisers Chief Operating Officer Dr C D Chassagnole Shipleys LLP REGISTERED OFFICE REGISTRAR Chairman Dr P B Harper Officers and Professional Advisers REGISTERED OFFICE signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest Shipleys LLP Capita Registrars Shipleys LLP signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest The Company faces many risks on the way to building shareholder value. The process of winning major Company has also developed two new products, namely its drug combinations and regimens R J Jones Dr P B Harper The Magdalen Centre Capita Registrars Shipleys LLP Capita Registrars Shipleys LLP Capita Registrars Shipleys LLP Dr M P Chadwick Capita Registrars Shipleys LLP REGISTERED OFFICE AUDITOR Officers and Professional Advisers R J Jones Officers and Professional Advisers 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general Chairman Dr P B Harper The Magdalen Centre 10 Orange Street Capita Registrars Shipleys LLP Capita Registrars Shipleys LLP Capita Registrars Shipleys LLP Chief Executive Officer Dr M P Chadwick REGISTERED OFFICE REGISTRAR AUDITOR R J Jones SECRETARY AUDITOR The Registry 10 Orange Street 10 Orange Street that our strategy is working. While the initial revenues for first projects are always modest, contracts in a competitive environment is rarely simple and can be delayed for reasons outside the that our strategy is working. While the initial revenues for first projects are always modest, REGISTRAR AUDITOR The Magdalen Centre meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. Dr M P Chadwick Robert Robinson Avenue The Registry 10 Orange Street The Registry 10 Orange Street The Registry 10 Orange Street Capita Registrars Shipleys LLP Dr C D Chassagnole The Registry 10 Orange Street SECRETARY database and cardiac toxicity prediction model. These are designed to augment our credentials The Magdalen Centre The Magdalen Centre Chief Executive Officer Dr M P Chadwick Robert Robinson Avenue The Registry 10 Orange Street 10 Orange Street The Registry The Registry 10 Orange Street Capita Registrars Chief Operating Officer Dr C D Chassagnole DIRECTORS Haymarket The Magdalen Centre Dr P B Harper 34 Beckenham Road Haymarket REGISTERED OFFICE 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Haymarket Dr PB Harper, PhD Dr Mark Chadwick, PhD, MBA Dr Mark Chadwick, PhD, MBA Dr Christophe Chassagnole, PhD Mark Chadwick, PhD, MBA Paul Harper, PhD Mark Chadwick, PhD, MBA Christophe Chassagnole, PhD REGISTERED OFFICE Robert Robinson Avenue Haymarket 34 Beckenham Road Oxford Science Park 10 Orange Street The Registry Dr C D Chassagnole 34 Beckenham Road Haymarket Haymarket 34 Beckenham Road 34 Beckenham Road Haymarket Company’s control. This means the Company faces major uncertainties in its cash flow. since these usually take the form of pilot studies, the Directors believe that there are good since these usually take the form of pilot studies, the Directors believe that there are good Roger Jones, FCCA Dr Christophe Chassagnole, PhD The Magdalen Centre Shipleys LLP Robert Robinson Avenue DIRECTORS Dr P B Harper R J Jones Dr C D Chassagnole Dr M P Chadwick Roger Jones, FCCA Christophe Chassagnole, PhD REGISTERED OFFICE REGISTERED OFFICE REGISTERED OFFICE Robert Robinson Avenue Oxford Science Park The Registry Chief Operating Officer Dr C D Chassagnole 34 Beckenham Road Haymarket 34 Beckenham Road Haymarket Haymarket 34 Beckenham Road R J Jones DIRECTORS The Magdalen Centre London Capita Registrars Shipleys LLP as a business committed to providing predictive tools to the pharma and healthcare Industry. DIRECTORS Robert Robinson Avenue Dr M P Chadwick Beckenham London Shipleys LLP London Chairman Chief Executive Officer R J Jones Chief Executive Officer Capita Registrars Shipleys LLP Chief Executive Ofﬁcer Chairman Beckenham London Oxford Science Park Chief Executive Ofﬁcer Oxford 34 Beckenham Road Haymarket Chief Operating Officer London Beckenham London Beckenham Beckenham London SECRETARY Dr P B Harper Chairman 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other Chief Operating Offi cer Chief Executive Offi cer Chairman Robert Robinson Avenue 10 Orange Street Oxford Science Park DIRECTORS Chairman Chief Operating Ofﬁcer Oxford Science Park Oxford prospects for increased business and revenue flow from such customers. In particular, such 34 Beckenham Road Company secretary Chief Operating Officer Beckenham Beckenham Beckenham London SECRETARY DIRECTORS Robert Robinson Avenue The Registry 10 Orange Street prospects for increased business and revenue flow from such customers. In particular, such Oxford Science Park Dr C D Chassagnole Company Secretary Chief Operating Ofﬁcer WC2H 7DQ The Magdalen Centre Kent WC2H 7DQ Such tools are used by professionals to improve the outcomes of drug design, development, 10 Orange Street The Magdalen Centre WC2H 7DQ than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the The Registry 10 Orange Street Chairman Dr P B Harper Kent WC2H 7DQ Dr M P Chadwick Chief Executive Officer The Magdalen Centre The Magdalen Centre The Magdalen Centre Oxford OX4 4GA Beckenham London SECRETARY Kent WC2H 7DQ Kent WC2H 7DQ Kent WC2H 7DQ Dr P B Harper Chairman REGISTERED OFFICE Chairman Chief Executive Officer Dr M P Chadwick Oxford Science Park Haymarket Oxford Oxford OX4 4GA Beckenham SECRETARY Kent WC2H 7DQ Kent WC2H 7DQ Kent WC2H 7DQ Dr P B Harper Chairman Robert Robinson Avenue Oxford Science Park 34 Beckenham Road Haymarket Oxford prospects could arise from internal policy decisions to use Virtual Tumour as a standard Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible REGISTERED OFFICE BR3 2YU Robert Robinson Avenue prospects could arise from internal policy decisions to use Virtual Tumour as a standard Haymarket Chief Executive Officer Dr M P Chadwick Dr C D Chassagnole Chief Operating Officer 34 Beckenham Road Haymarket Robert Robinson Avenue Robert Robinson Avenue Robert Robinson Avenue BR3 2YU Chairman Dr P B Harper Dr M P Chadwick Chief Executive Officer combination dosing strategies and clinical outcomes. OX4 4GA Dr M P Chadwick Chief Executive Officer Dr C D Chassagnole Chief Operating Officer BR3 2YU BR3 2YU BR3 2YU Kent WC2H 7DQ R J Jones Oxford Science Park OX4 4GA Chairman Dr P B Harper Oxford BR3 2YU BR3 2YU BR3 2YU Kent Chief Executive Officer Dr M P Chadwick for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you London OX4 4GA R J Jones Oxford Beckenham London OX4 4GA SECRETARY The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding Oxford Science Park modality in drug discovery programmes. In addition, growing the customer base has increased Chief Operating Officer Dr C D Chassagnole Oxford Science Park Oxford Science Park Oxford Science Park London Chief Executive Officer Dr M P Chadwick Beckenham London The Magdalen Centre Dr C D Chassagnole Chief Operating Officer modality in drug discovery programmes. In addition, growing the customer base has increased will need to appoint someone other than the Chairman and give them the relevant instructions directly. will need to appoint someone other than the Chairman and give them the relevant instructions directly. Dr C D Chassagnole Chief Operating Officer REGISTERED OFFICE NOMINATED ADVISOR, BROKER REGISTRAR Oxford NOMINATED ADVISOR, BROKER REGISTRAR REGISTERED OFFICE BR3 2YU R J Jones Chief Executive Officer Dr M P Chadwick Chief Operating Officer Dr C D Chassagnole BR3 2YU R J Jones OX4 4GA WC2H 7DQ OX4 4GA Kent WC2H 7DQ The Magdalen Centre Officers and Professional Advisers Oxford BANKER NOMINATED ADVISOR, BROKER AND BANKER to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen SECRETARY Oxford 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint Officers and Professional Advisers Chief Operating Officer Dr C D Chassagnole Robert Robinson Avenue our awareness of the potential for new decision and forecasting tools, leading us to develop WC2H 7DQ Kent WC2H 7DQ BANKER NOMINATED ADVISOR, BROKER AND BANKER OX4 4GA Chief Operating Officer Dr C D Chassagnole our awareness of the potential for new decision and forecasting tools, leading us to develop Technology Development AUDITOR Technology Development BANKER NOMINATED ADVISOR, BROKER AND BANKER NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND REGISTRAR AUDITOR NOMINATED ADVISOR, BROKER AND BANKER NOMINATED ADVISOR, BROKER AND BANKER NOMINATED ADVISOR, BROKER AND REGISTERED OFFICE AND FINANCIAL ADVISER REGISTERED OFFICE Capita Registrars AND FINANCIAL ADVISER Robert Robinson Avenue Officers and Professional Advisers OX4 4GA BR3 2YU R J Jones more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the SECRETARY OX4 4GA FINANCIAL ADVISER Officers and Professional Advisers Oxford Science Park SECRETARY BR3 2YU FINANCIAL ADVISER Virtual Tumour Clinical. It continues to be the view of the Directors that development of a SECRETARY proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed Oxford Science Park REGISTRAR AUDITOR REGISTERED OFFICE NOMINATED ADVISOR, BROKER AND AUDITOR FINANCIAL ADVISER FINANCIAL ADVISER FINANCIAL ADVISER REGISTERED OFFICE NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER FINANCIAL ADVISER FINANCIAL ADVISER Officers and Professional Advisers AUDITOR REGISTRAR AUDITOR Virtual Tumour Clinical. It continues to be the view of the Directors that development of a R J Jones SECRETARY Oxford Officers and Professional Advisers the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. WH Ireland Limited The Registry The Magdalen Centre SECRETARY Oxford WH Ireland Limited The Magdalen Centre clinical version of Virtual Tumour will be a major source of future revenues, since a tool with Capita Registrars Shipleys LLP FINANCIAL ADVISER The Magdalen Centre Shipleys LLP FINANCIAL ADVISER The Magdalen Centre REGISTRAR AUDITOR NOMINATED ADVISOR, BROKER AND BANKER R J Jones REGISTERED OFFICE DIRECTORS AUDITOR BANKER OX4 4GA R J Jones 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the National Westminster Bank Plc WH Ireland Limited National Westminster Bank Plc REGISTRAR AUDITOR clinical version of Virtual Tumour will be a major source of future revenues, since a tool with NOMINATED ADVISOR, BROKER AND BANKER WH Ireland Limited National Westminster Bank Plc Virtual Tumour product improvements OX4 4GA BANKER REGISTRAR AUDITOR R J Jones National Westminster Bank Plc (i) Virtual Tumour product improvements Capita Registrars Shipleys LLP (i) The Registry 10 Orange Street The Magdalen Centre WH Ireland Limited National Westminster Bank Plc National Westminster Bank Plc WH Ireland Limited National Westminster Bank Plc WH Ireland Limited Robert Robinson Avenue REGISTRAR REGISTERED OFFICE DIRECTORS AUDITOR REGISTRAR REGISTRAR REGISTRAR relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or Shipleys LLP 10 Orange Street Capita Registrars Shipleys LLP FINANCIAL ADVISER The Magdalen Centre National Westminster Bank Plc WH Ireland Limited National Westminster Bank Plc WH Ireland Limited WH Ireland Limited National Westminster Bank Plc R J Jones Robert Robinson Avenue this capability has been requested by most of our current and potential customers. The Robert Robinson Avenue 11 St James's Square 34BeckenhamRoad Shipleys LLP Robert Robinson Avenue 11 St James's Square Woollen Hall 11 St James's Square REGISTRAR Woollen Hall REGISTERED OFFICE FINANCIAL ADVISER REGISTRAR REGISTRAR REGISTRAR 11 St James's Square Woollen Hall R J Jones this capability has been requested by most of our current and potential customers. The against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or Woollen Hall REGISTERED OFFICE The Registry 10 Orange Street REGISTRAR Dr P B Harper Chairman The Company finances its operations by cash and short term deposits. The Company’s policy on interest 34 Beckenham Road Haymarket WH Ireland Limited Robert Robinson Avenue 11 St James's Square Woollen Hall 11 St James's Square Woollen Hall 11 St James's Square Woollen Hall Oxford Science Park REGISTERED OFFICE DIRECTORS Capita Registrars Shipleys LLP The Registry 10 Orange Street The Magdalen Centre 10 Orange Street Haymarket National Westminster Bank Plc WH Ireland Limited Robert Robinson Avenue 11 St James's Square Woollen Hall 11 St James's Square Woollen Hall 11 St James's Square Woollen Hall REGISTRAR AUDITOR REGISTERED OFFICE Oxford Science Park Capita Registrars Shipleys LLP Shipleys LLP 10 Orange Street Castle Way Manchester Company has also developed two new products, namely its drug combinations and regimens abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. Castle Way Oxford Science Park Manchester Beckenham REGISTERED OFFICE Capita Registrars Shipleys LLP Chairman Manchester Castle Way REGISTERED OFFICE DIRECTORS Manchester Oxford Science Park Chairman Dr P B Harper The Magdalen Centre Capita Registrars Capita Registrars Capita Registrars Shipleys LLP Shipleys LLP Shipleys LLP Dr M P Chadwick Chief Executive Officer Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in Castle Way REGISTERED OFFICE Capita Registrars 34 Beckenham Road Haymarket AUDITOR REGISTRAR Beckenham London Oxford Science Park 11 St James's Square Manchester Castle Way Manchester Castle Way Manchester Castle Way Oxford Company has also developed two new products, namely its drug combinations and regimens The Registry 10 Orange Street WH Ireland Limited National Westminster Bank Plc 34 Beckenham Road Haymarket Robert Robinson Avenue Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in rate management is agreed at board level and is reviewed on an ongoing basis. 10 Orange Street The Registry Haymarket London Oxford Science Park 11 St James's Square Woollen Hall Manchester Castle Way Manchester Castle Way Manchester Castle Way Oxford Capita Registrars 10 Orange Street National Westminster Bank Plc M2 3WH Southampton Haymarket Capita Asset Services Shipleys LLP The Magdalen Centre REGISTRAR AUDITOR The Registry 10 Orange Street Chairman The Magdalen Centre Capita Registrars Capita Registrars Capita Registrars database and cardiac toxicity prediction model. These are designed to augment our credentials Chief Executive Officer Southampton WH Ireland Limited National Westminster Bank Plc REGISTERED OFFICE REGISTRAR M2 3WH Southampton The Magdalen Centre Chief Executive Officer Dr M P Chadwick Robert Robinson Avenue 10 Orange Street 10 Orange Street The Registry The Registry The Registry 10 Orange Street Capita Registrars Dr C D Chassagnole Chief Operating Officer The Magdalen Centre Dr P B Harper National Westminster Bank Plc The Registry Kent, BR3 2YU M2 3WH Oxford, OX44GA Beckenham London 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal Southampton Kent WC2H 7DQ Oxford Manchester M2 3WH Southampton M2 3WH Southampton M2 3WH Southampton OX4 4GA 34 Beckenham Road Haymarket 34 Beckenham Road Haymarket 11 St James's Square Woollen Hall Beckenham London Oxford Science Park REGISTRAR M2 3WH Oxford, OX44GA London particular by reducing the data requirements to calibrate the model. The Company has begun The Registry WC2H 7DQ Oxford Castle Way Manchester M2 3WH Southampton M2 3WH Southampton M2 3WH Southampton OX4 4GA SO14 2DE database and cardiac toxicity prediction model. These are designed to augment our credentials The Registry 10 Orange Street Robert Robinson Avenue Haymarket 34 Beckenham Road Haymarket Woollen Hall London The Magdalen Centre Roger Jones, FCCA Dr Christophe Chassagnole, PhD Chief Executive Officer Robert Robinson Avenue The Registry The Registry The Registry particular by reducing the data requirements to calibrate the model. The Company has begun Chief Operating Officer Roger Jones, FCCA Christophe Chassagnole, PhD Robert Robinson Avenue 11 St James's Square Woollen Hall SO14 2DE Oxford Science Park The Registry The Magdalen Centre Chief Operating Officer Dr C D Chassagnole Haymarket 34 Beckenham Road 34 Beckenham Road 34 Beckenham Road Chairman Dr P B Harper or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. SO14 2DE The Magdalen Centre Capita Registrars Shipleys LLP as a business committed to providing predictive tools to the pharma and healthcare Industry. Robert Robinson Avenue Dr M P Chadwick 34 Beckenham Road Other creditors, accruals and deferred income values do not bear interest. Woollen Hall Kent WC2H 7DQ Beckenham London BR3 2YU OX4 4GA SO14 2DE SO14 2DE SO14 2DE M2 3WH SO14 2DE Beckenham London Manchester Castle Way Kent WC2H 7DQ Oxford 34 Beckenham Road Capita Registrars Shipleys LLP WC2H 7DQ 34 Beckenham Road Haymarket Oxford Science Park London Beckenham OX4 4GA SO14 2DE SO14 2DE SO14 2DE M2 3WH Southampton Roger Jones, FCCA Dr Christophe Chassagnole, PhD 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting London Roger Jones, FCCA Christophe Chassagnole, PhD Castle Way WC2H 7DQ Robert Robinson Avenue Oxford Science Park Chief Operating Officer 34 Beckenham Road 34 Beckenham Road 34 Beckenham Road Oxford Science Park Oxford 34 Beckenham Road Company secretary Chief Operating Officer London Beckenham Beckenham Beckenham a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’ SECRETARY The Magdalen Centre Capita Registrars as a business committed to providing predictive tools to the pharma and healthcare Industry. Robert Robinson Avenue Chief Executive Officer Dr M P Chadwick Manchester Castle Way Robert Robinson Avenue 10 Orange Street The Registry Oxford Science Park Dr C D Chassagnole Company Secretary Chief Operating Ofﬁcer Beckenham WC2H 7DQ Kent a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’ BR3 2YU Such tools are used by professionals to improve the outcomes of drug design, development, Castle Way Kent WC2H 7DQ BR3 2YU Capita Registrars M2 3WH Southampton personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in OX4 4GA The Registry 10 Orange Street Beckenham WC2H 7DQ Kent Beckenham London Oxford SOLICITOR SO14 2DE Oxford Science Park Oxford OX4 4GA Company secretary Beckenham Beckenham Beckenham Beckenham SECRETARY WC2H 7DQ Kent Kent Kent WC2H 7DQ Southampton Oxford Science Park Robert Robinson Avenue The Registry 34 Beckenham Road Haymarket Oxford Science Park Oxford Dr C D Chassagnole Chief Operating Officer Company Secretary M2 3WH Southampton SOLICITOR SOLICITOR BR3 2YU Kent Such tools are used by professionals to improve the outcomes of drug design, development, cultures to replace xenografts, so that Physiomics could start to make predictions even before NOMINATED ADVISOR, BROKER AND BANKER SOLICITOR SOLICITOR AUDITOR BANKER SOLICITOR REGISTRAR AUDITOR 34 Beckenham Road Haymarket Southampton The Registry BR3 2YU BR3 2YU SO14 2DE SOLICITOR Kent BR3 2YU WC2H 7DQ OX4 4GA combination dosing strategies and clinical outcomes. cultures to replace xenografts, so that Physiomics could start to make predictions even before OX4 4GA BR3 2YU BR3 2YU BR3 2YU Kent R J Jones BANKER Kent Kent Kent SOLICITOR SOLICITOR SOLICITOR BANKER SOLICITOR AUDITOR Oxford Beckenham London OX4 4GA SECRETARY Oxford Science Park 34 Beckenham Road Oxford SO14 2DE 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of SO14 2DE BR3 2YU Beckenham London NOMINATED ADVISOR, BROKER AND BANKER FINANCIAL ADVISER REGISTRAR AUDITOR 34 Beckenham Road SO14 2DE BR3 2YU NOMINATED ADVISOR, BROKER AND BANKER combination dosing strategies and clinical outcomes. REGISTERED OFFICE NOMINATED ADVISOR, BROKER REGISTRAR xenograft experiments are initiated. To date the collaborators have tested one cell line and are BR3 2YU R J Jones National Westminster Bank Plc Shipleys LLP Bircham Dyson Bell LLP authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 Taylor Vinters LLP OX4 4GA BR3 2YU BR3 2YU BR3 2YU Kent WC2H 7DQ BANKER Oxford AUDITOR SOLICITOR Beckenham OX4 4GA SECRETARY NOMINATED ADVISOR, BROKER AND BANKER BANKER Taylor Vinters LLP xenograft experiments are initiated. To date the collaborators have tested one cell line and are National Westminster Bank Plc Bircham Dyson Bell LLP Taylor Vinters LLP Kent WC2H 7DQ NOMINATED ADVISOR, BROKER AND BANKER FINANCIAL ADVISER Taylor Vinters LLP Taylor Vinters LLP Taylor Vinters LLP Beckenham Capita Registrars Shipleys LLP NOMINATED ADVISOR, BROKER AND BANKER SOLICITOR FINANCIAL ADVISER AUDITOR Technology Development AUDITOR REGISTRAR BANKER NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND REGISTERED OFFICE Capita Registrars AND FINANCIAL ADVISER Taylor Vinters LLP NOMINATED ADVISOR, BROKER REGISTRAR BR3 2YU R J Jones Merlin Place, OX4 4GA Kent FINANCIAL ADVISER Taylor Vinters LLP Taylor Vinters LLP Taylor Vinters LLP Shipleys LLP looking to expand the collaboration to test multiple cell lines relevant to different types of BANKER SOLICITOR 10 Orange Street Willow Court , Minns Business Park 50 Broadway SOLICITOR NOMINATED ADVISOR, BROKER AND Merlin Place, 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in BR3 2YU FINANCIAL ADVISER Merlin Place, Kent WH Ireland Limited National Westminster Bank Plc Capita Registrars Shipleys LLP Merlin Place, Merlin Place, Merlin Place, The Registry 10 Orange Street NOMINATED ADVISOR, BROKER AND REGISTRAR AUDITOR REGISTERED OFFICE NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER FINANCIAL ADVISER FINANCIAL ADVISER FINANCIAL ADVISER looking to expand the collaboration to test multiple cell lines relevant to different types of REGISTRAR AUDITOR SOLICITOR Willow Court , Minns Business Park 50 Broadway Merlin Place, REGISTRAR NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND Capita Registrars AND FINANCIAL ADVISER Milton Road, BR3 2YU R J Jones National Westminster Bank Plc Taylor Vinters LLP Shipleys LLP Merlin Place, Merlin Place, Merlin Place, 10 Orange Street FINANCIAL ADVISER Milton Road, The Magdalen Centre WH Ireland Limited The Registry cancer. BR3 2YU Milton Road, WH Ireland Limited National Westminster Bank Plc Capita Registrars Shipleys LLP FINANCIAL ADVISER The Registry 10 Orange Street 11 St James's Square Woollen Hall The Magdalen Centre Milton Road, Milton Road, Milton Road, FINANCIAL ADVISER 34 Beckenham Road Haymarket Haymarket 7 West Way Westminster AUDITOR REGISTRAR NOMINATED ADVISOR, BROKER AND BANKER REGISTERED OFFICE Taylor Vinters LLP WH Ireland Limited National Westminster Bank Plc Shipleys LLP 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take REGISTRAR FINANCIAL ADVISER FINANCIAL ADVISER FINANCIAL ADVISER National Westminster Bank Plc WH Ireland Limited Milton Road, Cambridge AUDITOR REGISTRAR cancer. NOMINATED ADVISOR, BROKER AND BANKER National Westminster Bank Plc National Westminster Bank Plc WH Ireland Limited 10 Orange Street Woollen Hall Merlin Place, Milton Road, Milton Road, Milton Road, Virtual Tumour product improvements Taylor Vinters LLP Haymarket 7 West Way Westminster Cambridge (i) Taylor Vinters LLP National Westminster Bank Plc Shipleys LLP Capita Registrars The Registry 10 Orange Street The Magdalen Centre National Westminster Bank Plc WH Ireland Limited National Westminster Bank Plc WH Ireland Limited WH Ireland Limited National Westminster Bank Plc Robert Robinson Avenue SOLICITOR 11 St James's Square Woollen Hall 34 Beckenham Road Haymarket Manchester Castle Way Shipleys LLP Capita Registrars FINANCIAL ADVISER Cambridge Cambridge Cambridge Cambridge Beckenham London 34BeckenhamRoad Robert Robinson Avenue 11 St James's Square WH Ireland Limited The Registry NOMINATED ADVISOR, BROKER BANKER WH Ireland Limited National Westminster Bank Plc Merlin Place, 11 St James's Square Woollen Hall 10 Orange Street 11 St James's Square Woollen Hall Capita Registrars Taylor Vinters LLP REGISTRAR AUDITOR CB4 0DP NOMINATED ADVISOR, BROKER AND REGISTERED OFFICE Cambridge London Oxford London FINANCIAL ADVISER 11 St James's Square Woollen Hall National Westminster Bank Plc WH Ireland Limited 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. Merlin Place, Woollen Hall Haymarket Castle Way Milton Road, Cambridge Cambridge Cambridge London CB4 0DP 10 Orange Street The Registry 34 Beckenham Road Haymarket WH Ireland Limited Robert Robinson Avenue National Westminster Bank Plc Woollen Hall Woollen Hall 11 St James's Square 11 St James's Square 11 St James's Square Woollen Hall Oxford Science Park Merlin Place, Woollen Hall NOMINATED ADVISOR, BROKER AND Shipleys LLP Capita Registrars The Registry 10 Orange Street The Magdalen Centre WH Ireland Limited National Westminster Bank Plc Virtual Tumour product improvements Manchester Castle Way Beckenham London M2 3WH Southampton CB4 0DP CB4 0DP CB4 0DP Kent WC2H 7DQ AND FINANCIAL ADVISER CB4 0DP Castle Way Manchester Oxford London 11 St James's Square Woollen Hall Milton Road, Manchester Castle Way Haymarket Capita Registrars The Registry 10 Orange Street WH Ireland Limited WH Ireland Limited WH Ireland Limited Beckenham Oxford Science Park Manchester Capita Registrars Shipleys LLP FINANCIAL ADVISER Taylor Vinters LLP National Westminster Bank Plc Merlin Place, 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those 13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those Robert Robinson Avenue 11 St James's Square 34BeckenhamRoad CB4 0DP Manchester Castle Way 11 St James's Square Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in Milton Road, 34 Beckenham Road Haymarket Beckenham London Oxford Science Park 11 St James's Square Manchester Manchester Castle Way Manchester Oxford Castle Way London Southampton CB4 0DP CB4 0DP CB4 0DP Cambridge WC2H 7DQ WC2H 7DQ SW1H 0BLOX2 0JB 10 Orange Street The Registry National Westminster Bank Plc WH Ireland Limited Haymarket 34 Beckenham Road Robert Robinson Avenue FINANCIAL ADVISER Woollen Hall Milton Road, Castle Way 11 St James's Square M2 3WH Southampton SO14 2DE Kent WC2H 7DQ Southampton M2 3WH BR3 2YU Manchester Castle Way The Registry 10 Orange Street Cambridge M2 3WH Southampton London 34 Beckenham Road 11 St James's Square 11 St James's Square 11 St James's Square Virtual Tumour Clinical Capita Registrars Shipleys LLP WH Ireland Limited National Westminster Bank Plc Merlin Place, WH Ireland Limited Woollen Hall The Registry 10 Orange Street The Magdalen Centre (ii) M2 3WH Southampton Milton Road, Manchester Kent, BR3 2YU Oxford, OX44GA M2 3WH SW1H 0BLOX2 0JB Beckenham London Kent WC2H 7DQ Oxford Manchester M2 3WH Southampton Southampton M2 3WH M2 3WH Southampton OX4 4GA Cambridge Haymarket 34 Beckenham Road 11 St James's Square Woollen Hall Beckenham London Manchester Beckenham Oxford Science Park Southampton SO14 2DE CB4 0DP WC2H 7DQ particular by reducing the data requirements to calibrate the model. The Company has begun Manchester Castle Way SO14 2DE Cambridge Southampton SO14 2DE BR3 2YU Virtual Tumour Clinical Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in 34 Beckenham Road M2 3WH Southampton Beckenham CB4 0DP Manchester Manchester Manchester SO14 2DE (ii) WC2H 7DQ 11 St James's Square Woollen Hall Milton Road, 11 St James’s Square Castle Way The Registry 10 Orange Street SO14 2DE WH Ireland Limited National Westminster Bank Plc 34 Beckenham Road Haymarket Robert Robinson Avenue Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kent WC2H 7DQ Cambridge M2 3WH BR3 2YU OX4 4GA SO14 2DE M2 3WH Beckenham London Manchester Castle Way WC2H 7DQ Kent Oxford CB4 0DP Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United WH Ireland Limited National Westminster Bank Plc SO14 2DE M2 3WH Southampton CB4 0DP SO14 2DE SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’ Kent, BR3 2YU M2 3WH NOMINATED ADVISOR, BROKER AND BANKER Beckenham Manchester Castle Way Kent M2 3WH M2 3WH M2 3WH SO14 2DE Cambridge Manchester Southampton 34 Beckenham Road Haymarket 11 St James's Square London Beckenham Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Oxford Science Park particular by reducing the data requirements to calibrate the model. The Company has begun Kingdom. BR3 2YU The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to WC2H 7DQ Kent Physiomics Plc is a limited liability company incorporated in England & Wales and BR3 2YU Southampton M2 3WH CB4 0DP OX4 4GA Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United 11 St James's Square SOLICITOR Kingdom. SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United BANKER M2 3WH Southampton SOLICITOR SO14 2DE Kingdom. Kingdom. Kingdom. NOMINATED ADVISOR, BROKER AND BANKER Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kent BR3 2YU FINANCIAL ADVISER SOLICITOR CB4 0DP M2 3WH SO14 2DE SOLICITOR Beckenham London Manchester Kent WC2H 7DQ Oxford cultures to replace xenografts, so that Physiomics could start to make predictions even before Kingdom. NOMINATED ADVISOR, BROKER AND The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to BANKER AUDITOR SOLICITOR REGISTRAR AUDITOR BR3 2YU SO14 2DE Physiomics Plc is a limited liability company incorporated in England & Wales and a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’ Kingdom. Manchester develop and calibrate the model using literature data, will allow us to evaluate the predictive domiciled in UnitedKingdom. SO14 2DE SOLICITOR Kingdom. Kingdom. Kingdom. BANKER Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United BR3 2YU Taylor Vinters LLP FINANCIAL ADVISER SOLICITOR Kent WC2H 7DQ SOLICITOR BR3 2YU M2 3WH Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United OX4 4GA BANKER NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER REGISTRAR AUDITOR BANKER NOMINATED ADVISOR, BROKER AND xenograft experiments are initiated. To date the collaborators have tested one cell line and are National Westminster Bank Plc Shipleys LLP Bircham Dyson Bell LLP Taylor Vinters LLP M2 3WH Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United develop and calibrate the model using literature data, will allow us to evaluate the predictive Taylor Vinters LLP domiciled in UnitedKingdom. cultures to replace xenografts, so that Physiomics could start to make predictions even before NOMINATED ADVISOR, BROKER AND Taylor Vinters LLP Taylor Vinters LLP Kingdom. BANKER AUDITOR REGISTRAR Merlin Place, National Westminster Bank Plc WH Ireland Limited BR3 2YU power of the model against known outcomes. The second phase involves using client data to FINANCIAL ADVISER SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Capita Registrars Shipleys LLP Kingdom. Taylor Vinters LLP BANKER NOMINATED ADVISOR, BROKER AND SOLICITOR FINANCIAL ADVISER AUDITOR Merlin Place, looking to expand the collaboration to test multiple cell lines relevant to different types of Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United SOLICITOR Willow Court , Minns Business Park 50 Broadway 10 Orange Street Merlin Place, NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER REGISTRAR Merlin Place, National Westminster Bank Plc WH Ireland Limited Taylor Vinters LLP Capita Registrars Shipleys LLP WH Ireland Limited National Westminster Bank Plc Milton Road, The Registry 10 Orange Street Merlin Place, Woollen Hall 11 St James's Square National Westminster Bank Plc NOMINATED ADVISOR, BROKER AND BANKER FINANCIAL ADVISER power of the model against known outcomes. The second phase involves using client data to Taylor Vinters LLP Merlin Place, Kingdom. Taylor Vinters LLP xenograft experiments are initiated. To date the collaborators have tested one cell line and are Shipleys LLP National Westminster Bank Plc Milton Road, Milton Road, Kingdom. cancer. National Westminster Bank Plc WH Ireland Limited FINANCIAL ADVISER The Registry 10 Orange Street Woollen Hall 11 St James's Square 34 Beckenham Road Haymarket Capita Registrars Westminster Haymarket 7 West Way Milton Road, BANKER NOMINATED ADVISOR, BROKER AND Cambridge 11 St James's Square Woollen Hall Taylor Vinters LLP WH Ireland Limited National Westminster Bank Plc FINANCIAL ADVISER Shipleys LLP Manchester Castle Way AUDITOR REGISTRAR Merlin Place, National Westminster Bank Plc Milton Road, Woollen Hall Merlin Place, Milton Road, National Westminster Bank Plc Taylor Vinters LLP Merlin Place, Cambridge looking to expand the collaboration to test multiple cell lines relevant to different types of Taylor Vinters LLP Willow Court , Minns Business Park 10 Orange Street Cambridge Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in 11 St James's Square Woollen Hall 34 Beckenham Road Haymarket Castle Way Manchester Beckenham London WH Ireland Limited National Westminster Bank Plc Capita Registrars The Registry National Westminster Bank Plc WH Ireland Limited Merlin Place, Woollen Hall 11 St James's Square 10 Orange Street FINANCIAL ADVISER Cambridge CB4 0DP Manchester Castle Way M2 3WH Southampton Milton Road, Milton Road, CB4 0DP Cambridge Woollen Hall Cambridge Woollen Hall Castle Way London London Oxford Merlin Place, Milton Road, 3 Merlin Place, CB4 0DP United Kingdom. Manchester Castle Way Beckenham London M2 3WH Southampton Kent WC2H 7DQ WH Ireland Limited National Westminster Bank Plc Woollen Hall 11 St James's Square The Registry 11 St James's Square Milton Road, Manchester Castle Way Haymarket 34 Beckenham Road 7 West Way Haymarket WH Ireland Limited National Westminster Bank Plc 3 Shipleys LLP Capita Registrars CB4 0DP M2 3WH Southampton SO14 2DE Cambridge CB4 0DP Castle Way Cambridge CB4 0DP Castle Way Southampton 5 Milton Road, Milton Road, 3 Cambridge WC2H 7DQ SW1H 0BLOX2 0JB 3 Southampton M2 3WH 3 3 SO14 2DE WC2H 7DQ Kent BR3 2YU Castle Way Manchester Cambridge M2 3WH Southampton London 11 St James's Square 34 Beckenham Road Manchester Beckenham Virtual Tumour Clinical WH Ireland Limited National Westminster Bank Plc 11 St James's Square Woollen Hall (ii) 10 Orange Street The Registry SO14 2DE CB4 0DP Southampton London Oxford Cambridge CB4 0DP Southampton SO14 2DE Cambridge CB4 0DP SO14 2DE BR3 2YU 3 M2 3WH Southampton CB4 0DP SO14 2DE WC2H 7DQ Manchester Beckenham M2 3WH Kent Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United 11 St James's Square Woollen Hall Manchester Castle Way Haymarket 34 Beckenham Road Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United SOLICITOR CB4 0DP SO14 2DE Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United SO14 2DE CB4 0DP SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United NOMINATED ADVISOR, BROKER AND BANKER WC2H 7DQ SO14 2DE M2 3WH Kent BR3 2YU Kingdom. The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to Manchester Castle Way M2 3WH Southampton London Beckenham Physiomics Plc is a limited liability company incorporated in England & Wales and Virtual Tumour Clinical Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. SOLICITOR Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United SOLICITOR Kingdom. NOMINATED ADVISOR, BROKER AND BANKER Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United FINANCIAL ADVISER SOLICITOR 4 SOLICITOR BR3 2YU M2 3WH Southampton SO14 2DE WC2H 7DQ Kent develop and calibrate the model using literature data, will allow us to evaluate the predictive Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Taylor Vinters LLP domiciled in UnitedKingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. Taylor Vinters LLP FINANCIAL ADVISER SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United BANKER Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United NOMINATED ADVISOR, BROKER AND SO14 2DE BR3 2YU Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Taylor Vinters LLP The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to Merlin Place, Taylor Vinters LLP Physiomics Plc is a limited liability company incorporated in England & Wales and Merlin Place, Kingdom. WH Ireland Limited National Westminster Bank Plc power of the model against known outcomes. The second phase involves using client data to Kingdom. Taylor Vinters LLP Kingdom. Taylor Vinters LLP NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER Kingdom. SOLICITOR Merlin Place, Merlin Place, WH Ireland Limited National Westminster Bank Plc Milton Road, Milton Road, 11 St James's Square Woollen Hall Taylor Vinters LLP Merlin Place, develop and calibrate the model using literature data, will allow us to evaluate the predictive domiciled in UnitedKingdom. Taylor Vinters LLP Merlin Place, FINANCIAL ADVISER SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United BANKER Milton Road, Cambridge 11 St James's Square Woollen Hall Manchester Castle Way Milton Road, Merlin Place, Milton Road, Cambridge Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Merlin Place, WH Ireland Limited National Westminster Bank Plc Milton Road, power of the model against known outcomes. The second phase involves using client data to Taylor Vinters LLP Cambridge CB4 0DP Manchester Castle Way M2 3WH Southampton Milton Road, Cambridge Cambridge CB4 0DP 3 WH Ireland Limited National Westminster Bank Plc 11 St James's Square Taylor Vinters LLP Milton Road, Merlin Place, Cambridge CB4 0DP M2 3WH Southampton SO14 2DE Cambridge CB4 0DP CB4 0DP Chief Executive Officer Chief Operating Officer Chairman Chief Executive Officer Chief Operating Officer NOMINATED ADVISOR, BROKER AND BR3 2YU AUDITOR NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER REGISTRAR Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 2YU NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER WH Ireland Limited 11 St James's Square Manchester M2 3WH Chairman Chairman Chief Executive Officer Chief Executive Officer Chief Operating Officer Chief Operating Officer Chairman Chairman Chief Executive Officer Chief Executive Officer Chief Operating Officer Chief Operating Officer Dr Mark Chadwick, PhD, MBA Mark Chadwick, PhD, MBA Chief Executive Officer Chief Executive Ofﬁcer Chairman Chairman Chief Executive Officer Chief Executive Officer Chief Operating Officer Chief Operating Officer Chairman Chairman Chief Executive Officer Chief Executive Officer Chief Operating Officer Chief Operating Officer Officers and Professional Advisers REGISTRAR REGISTRAR Chairman Chairman Capita Registrars Capita Registrars Chairman Chief Executive Officer REGISTRAR The Registry REGISTRAR The Registry DIRECTORS Chief Executive Officer Chief Operating Officer 34 Beckenham Road 34 Beckenham Road Chief Operating Officer Roger Jones, FCCA Roger Jones, FCCA Capita Registrars Dr P B Harper Dr M P Chadwick Beckenham Capita Registrars Beckenham Company secretary Company Secretary Dr C D Chassagnole Kent The Registry The Registry Kent BR3 2YU 34 Beckenham Road 34 Beckenham Road BR3 2YU SECRETARY Beckenham Beckenham Kent Kent NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND BR3 2YU FINANCIAL ADVISER FINANCIAL ADVISER BR3 2YU Capita Registrars REGISTRAR R J Jones REGISTRAR WH Ireland Limited NOMINATED ADVISOR, BROKER AND REGISTERED OFFICE NOMINATED ADVISOR, BROKER AND WH Ireland Limited Capita Registrars The Registry FINANCIAL ADVISER 11 St James's Square FINANCIAL ADVISER 11 St James's Square 34BeckenhamRoad Capita Registrars The Registry The Registry 34 Beckenham Road The Magdalen Centre Manchester Manchester Beckenham WH Ireland Limited M2 3WH M2 3WH WH Ireland Limited 11 St James's Square Kent, BR3 2YU Beckenham 11 St James's Square Chief Executive Officer Oxford Science Park Chairman Kent Chief Operating Officer Kent BR3 2YU Oxford BR3 2YU OX4 4GA Manchester Manchester M2 3WH M2 3WH REGISTRAR REGISTRAR Capita Registrars Capita Registrars The Registry Shipleys LLP FINANCIAL ADVISER AUDITOR 10 Orange Street WH Ireland Limited REGISTRAR The Registry 34 Beckenham Road WH Ireland Limited 11 St James's Square Shipleys LLP Haymarket 34 Beckenham Road Beckenham Manchester 11 St James's Square 10 Orange Street The Registry Beckenham Kent Kent BR3 2YU BR3 2YU London M2 3WH Manchester Haymarket WC2H 7DQ M2 3WH London WC2H 7DQ Beckenham 34 Beckenham Road Robert Robinson Avenue The Registry 34 Beckenham Road REGISTRAR REGISTRAR Capita Registrars Capita Registrars The Registry 34 Beckenham Road Beckenham Beckenham Kent Kent BR3 2YU Capita Registrars FINANCIAL ADVISER WH Ireland Limited 34 Beckenham Road WH Ireland Limited 11 St James's Square Beckenham 11 St James's Square Manchester Kent Manchester M2 3WH BR3 2YU M2 3WH NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER FINANCIAL ADVISER REGISTRAR BANKER WH Ireland Limited WH Ireland Limited 11 St James's Square Capita Registrars WH Ireland Limited 11 St James's Square Manchester National Westminster Bank Plc 11 St James's Square The Registry Manchester M2 3WH M2 3WH 3 3 Kent 3 34 Beckenham Road Woollen Hall Beckenham Castle Way BR3 2YU Southampton Manchester M2 3WH 3 5 3 SO14 2DE NOMINATED ADVISOR, BROKER AND 3 3 FINANCIAL ADVISER SOLICITOR WH Ireland Limited 11 St James's Square Taylor Vinters LLP Manchester Merlin Place, M2 3WH Milton Road, Cambridge 3 CB4 0DP 3 Kingdom. 3 3 3 3 Merlin Place, Milton Road, SO14 2DE Milton Road, Cambridge SOLICITOR Cambridge CB4 0DP SOLICITOR CB4 0DP 3 11 St James's Square Manchester CB4 0DP National Westminster Bank Plc Cambridge CB4 0DP 3 3 3 Southampton 3 Cambridge CB4 0DP Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United 11 St James's Square Woollen Hall Manchester Castle Way Kingdom. CB4 0DP M2 3WH Kingdom. Kingdom. SO14 2DE SOLICITOR Kingdom. Southampton 3 M2 3WH 3 3 5 3 3 3 3 3 Taylor Vinters LLP Manchester M2 3WH WH Ireland Limited 3 Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Taylor Vinters LLP Merlin Place, Kingdom. SO14 2DE Kingdom. Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Taylor Vinters LLP Merlin Place, Milton Road, Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. 3 3 Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. SOLICITOR Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United 3 3 3 3 Kingdom. Milton Road, Cambridge Cambridge CB4 0DP CB4 0DP Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. 3 3 3 3 3 3 Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United 3 Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. Kingdom. Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United 3 Merlin Place, Milton Road, Cambridge CB4 0DP 3 3 Kingdom. 3 3 3 3 Taylor Vinters LLP Merlin Place, Milton Road, Cambridge CB4 0DP Kingdom. 3 3 Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Kingdom. Taylor Vinters LLP Kingdom. National Westminster Bank Plc Merlin Place, Woollen Hall Milton Road, 3 Castle Way 5 3 Taylor Vinters LLP Taylor Vinters LLP Taylor Vinters LLP Merlin Place, Merlin Place, Merlin Place, Bircham Dyson Bell LLP Milton Road, Milton Road, Milton Road, Cambridge CB4 0DP Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United Technology Development NOMINATED ADVISOR, BROKER AND NOMINATED ADVISOR, BROKER AND FINANCIAL ADVISER Taylor Vinters LLP Taylor Vinters LLP 3 SOLICITOR BANKER BANKER SOLICITOR BANKER BANKER SOLICITOR 3 3 3 Chairman’s Statement Summary of Results in the year ended 30 June 2013 • The turnover of the Company increased by 77% to £240,000 (2012: £135,306). • The operating loss reduced by 5% to £548,342 (2012: £577,922). • On 30 June 2013 the surplus of shareholders’ funds was £255,821 (2012: £734,570). This year, Physiomics has cemented its commercial relationships with a number of large and mid-size pharma companies, continued to extend its product range and crucially started to develop its fl agship Virtual Tumour Clinical platform. In summary we have • Signed up our fi rst commercial customer for VT Clinical. • Won further projects from our existing large pharma customer base and started discussions regarding licensing of the existing platform. • Started signifi cant talks with one academic and one large pharma partner to help further develop Virtual Tumour Clinical via access to more extensive clinical data. • Started to extend the reach of the pre-clinical Virtual Tumour platform, in particular to model emergence of drug resistance. • Won an important Technology Strategy Board (“TSB”) Feasibility grant for development of Virtual Tumour Clinical, which could lead to more signifi cant funding in future. • Launched our cardio toxicology platform and signed up our fi rst customer. • Continued to develop the DrugCARD database product which allows users to rapidly search through pre-clinical and clinical dosing regimens. This product is expected to be launched in 2013 • Made further progress with the search for M&A partners, identifi ed relevant partners and had several discussions. Identifi ed a number of potential partners with the opportunity to join forces to increase the scope of the company’s offerings. Dr Paul Harper, Non-Executive Chairman 5 Chairman and Chief Executive Officer’s Statement Introduction Drug discovery and development uses tried and tested procedures and processes to design and select the most appropriate molecule and then to determine its safety and efficacy. A single drug development programme costs many millions of dollars (US) to complete and many fail along the way, adding to the overall discovery cost of the ones that succeed. Whilst new technology designed to improve decision making, especially in the early phases of the programme, which reduce cost and more importantly, save time are very attractive, there is a risk. Will implementing new decision making testing and modelling be as accurate and predictive as current methods? It is a bold development team that will adopt new ideas without being really sure that they can deliver all the benefits without misdirecting the discovery process. Pilot studies and proving studies therefore become a fundamental part of building confidence in the Physiomics models and the team’s ability to make accurate predictions, which can be tested out against classical in vitro and in vivo methodologies. It is through these relationships that the Company sees more clearly what the client’s needs are and it is as a result of this unique position that we have directed the development of existing models into new areas of forecasting and added wholly new models to our portfolio of products. Good progress has been made this year in further developing our relationships with large pharma and developing our new products, in particular Virtual Tumour Clinical. The Company has identified that the clinical market is significantly larger than the pre-clinical market which its current models address, and the unmet need is also greater. The Company won its first Virtual Tumour Clinical customer in the period, demonstrating a substantial level of interest even though the technology is still in development. The relationships with two of our large pharma customers in particular have progressed. The first of these is looking at further individual projects in the near future with a view to ultimately licensing the technology if benefit is shown over these projects as it has been in the past. The second is poised to do further pre-clinical work and is looking to extend the collaboration to encompass Virtual Tumour Clinical, helping to develop the platform at the same time as applying the emerging technology to commercial clinical projects. Physiomics’ scope of services has been increased with the launch of our cardiotoxicity model and development of our DrugCARD database, which is nearing conclusion. Together with grant income, these services will serve to increase incremental revenues and support the company through development of its flagship Virtual Tumour Clinical platform. 6 Chairman and Chief Executive Officer’s Statement - continued Finally the Company has increased its efforts to find an appropriate partner to enhance critical mass through M&A. These efforts are focused in two main areas; increasing the scope of services and adding therapeutic assets to our portfolio. The latter search is primarily focused on companies where Physiomics’ modelling platforms could have a significant impact on internal as well as external projects. Technology Development (i) Virtual Tumour product improvements One of the critical stumbling blocks in cancer treatment is the development of resistance to drug treatments. Physiomics has noted an increase in experimental combination therapies being pursued by customers in an attempt to combat this problem, in some cases involving triple combinations. Regimens of drugs combinations and dosing schedules emerge largely through trial and error and will vary according to the sort of cancer being treated. The Virtual Tumour platform already adds more value to projects where combinations are involved. For example in a recent pilot study we determined the optimal regimen for a DNA repair inhibitor combined with irradiation. We successfully predicted an improved regimen giving complete growth inhibition with negligible toxicity. This regimen was better than predicted by expert opinion, showing at the same time that the Virtual Tumour could help to reduce by up to 50% the number of animal experiments and accelerate the discovery of optimal drug regimens. However, in order to enhance its usefulness by a further step, we have embarked on a research project to specifically incorporate the development of resistance into our cell-based model. (ii) Virtual Tumour Clinical The first pilot version of Virtual Tumour is now up and running using literature data as calibration inputs. Within the next year, data from customers and academic sources in addition to the TSB funding should allow us to launch a fully validated platform. If successful this technology would initially improve the success rate of cancer drugs proceeding through clinical trials. And in the long run, if applied directly to patients, it would lead to real improvements in overall survival rates. (iii) DrugCARD database Our Drug Combinations and Regimens database is close to completion. The database itself is approaching completion and the web interface is completed. The database compiles clinical and pre-clinical data from both literature and proprietary sources. This should allow subscribers to rapidly compare drug regimens relevant to their targets and help them to make better decision about their regimens and combination partners. We anticipate that this platform should be launched soon. 7 Chairman and Chief Executive Officer’s Statement - continued (iv) Cardiac toxicity prediction service This model was launched in the period and we now have our first commercial deal. The model uses readily available lab-based data to predict the risk that drugs in development with cause serious cardiac side effects which could lead to withdrawal. Three versions of the model are now available, two to predict outcomes in animal experiments and a third one to predict cardiac liability in humans. Benchmarking tests against state of the art models were presented at the 13th Annual Meeting of the Safety Pharmacology Society. The results show that Physiomics’ model is more predictive in all of its three versions. Also given that the same structural model is used for making predictions in different species the model is ideally placed to make translational predictions, i.e. from animal to human. The Company is now looking at whether these platforms can be extended to web-based applications thereby greatly simplifying access for customers. Business Development Strategy Physiomics continues to build incremental revenues from its growing pipeline of pre- clinical platforms. In addition, its established pre-clinical Virtual Tumour is now more firmly entrenched with some large pharma customers. We believe that the next step will be for these customers to sign longer term contracts or licensing deals. Virtual Tumour Clinical remains the flagship product development, with comparable products in other therapeutic areas suggesting that significant revenues could be gained, probably from a licensing and subscription business model. The Company continues to use workshops and conferences to target Virtual Tumour customers, with face-to-face meetings on site when relationships have progressed. Additionally in the period the Company started to broadcast technology update webinars on all of its platforms, and these have proved to be quite productive in terms of lead generation. Our decision last year to appoint David Jobes, based in the US, to undertake business development has shown a number of positive results. He has managed to access companies that had before been resistant to approaches from Physiomics from the UK or via biopartnering conferences. For its other platforms the Company will look to develop web-based approaches where possible and then use direct/e-marketing in the main to target customers. Once set up, such platforms are relatively easy to maintain and become their ‘own advert’ for the modelling services provided. 8 Chairman and Chief Executive Officer’s Statement - continued M&A activities during the year Physiomics has for some time been pursuing M&A opportunities. We concluded that a broader and more vertically integrated offering to client companies would be attractive and in many cases beneficial to our delivery of high-quality modelling applications. Alternatively, joining forces with a company pursuing its own therapeutics would provide strong synergies where Physiomics’ models could be applied to internal projects. We appointed an agent in the US to assist with identifying US-based companies where collaboration or more would provide valuable synergies. We identified a number of possibilities and initiated preliminary discussions. Some led to no useful outcome but a number are on-going. We have set down a series of criteria that collaboration must meet and it is a measured process to move discussions forward because of the need to make confidential disclosures. Outlook The directors believe that the pharmaceutical industry is still facing rapid change which poses a continuing challenge for suppliers. In particular, cancer treatment is undergoing a radical advance. The requirement for more tailored or personalised treatments is leading customers to investigate more complex combinations, using diagnostics to choose which combinations are appropriate. This emerging market should be ripe for technologies such as Virtual Tumour to rapidly assess the outcomes of different combinations, where doing the same experimentally would not be feasible in terms of timelines and economics. Physiomics is looking to deepen the relationships with large pharmaceutical customers to apply the technology as routine tool in drug discovery but as noted earlier, they need to be certain that tactical use of modelling is a sound alternative to current methodologies. Once this is achieved, and we are close to that point with a number of customers, then this could lead to a licensing and subscription business model, with the Company providing support functions and developing new updated versions of the platform on an annual basis. While sources of financing have been tight, the Company signed a SEDA structured equity deal with Yorkville LLC in the period and also won a TSB Biomedical Catalyst feasibility grant. The SEDA has been used sparingly so far and the Company intends to aggressively pursue sources of more substantial grant funding, in particular the larger second stage Biomedical Catalyst awards. Finally, the prospect of increasing the scope of the Company’s offerings via M&A remains a real opportunity and one that the Company is pursuing with some vigour. Dr Paul Harper, Non-Executive Chairman Dr Mark Chadwick, Chief Executive Officer 9 Directors’ Report The Directors submit their report and the audited financial statements of Physiomics Plc for the year ended 30 June 2013. Principal Activities and Performance Review The Company is principally engaged in providing services to pharmaceutical companies in the areas of outsourced systems and computational biology. There was a loss for the year after taxation amounting to £500,571 (2012 loss: £539,577). In view of accumulated losses, and given the stage of the company’s development, the Directors are unable to recommend the payment of a dividend. Performance Indicators The Directors consider that the key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being revenue, profitability and shareholders’ funds. • The turnover of the Company increased to £240,000 (2012: £135,306) • The operating loss was £548,342 (2012: £577,922) • At the 30 June 2013 the surplus of shareholders’ funds was £255,821 (2012: £734,570) The Company faces many risks on the way to building shareholder value. The process of winning major contracts in a competitive environment is rarely simple and can be delayed for reasons outside the Company’s control. This means the Company faces major uncertainties in its cash flow. Addressing the Risks The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen until the anticipated income is achieved. Interest rate risk The Company finances its operations by cash and short term deposits. The Company’s policy on interest rate management is agreed at board level and is reviewed on an ongoing basis. Other creditors, accruals and deferred income values do not bear interest. Interest rate profile The Company had no bank borrowings at the 30 June 2013. Liquidity risk The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Fair values Fair values of financial instruments equate to the best value as disclosed in the financial information. There are no material differences between the fair value of financial instruments and the amount at which they are stated in the financial statements. 10 Directors’ Report - continued Statement of Directors’ responsibilities The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. UK company law requires the directors to prepare financial statements for the company in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU. Company law requires the directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and Article 4 of the IAS Regulation. The financial statements are required by law, and IFRS as adopted by the EU, to give a true and fair view of the state of affairs of the company. In preparing the company financial statements, the directors are required to: a. select suitable accounting policies and then apply them consistently; b. make judgements and estimates that are reasonable and prudent; c. state whether they have been prepared in accordance with IFRS as adopted by the EU; d. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for the maintenance and integrity of the Physiomics Plc website. Substantial shareholdings The Company has been informed that on 30 June 2013 the following shareholders held substantial holdings in the issued ordinary shares of the Company. Number of Ordinary shares Holding % HSDL Nominees Limited TD Direct Investing Nominees (Europe) Limited Barclayshare Nominees Limited Hargreaves Lansdown (Nominees) Limited HSBC Client Holdings Nominee (UK) Limited Dr Paul Harper LR Nominees Limited Share Nominees Limited Investor Nominees Limited 273,147,522 269,910,486 265,833,313 104,941,599 83,612,141 52,570,787 50,383,597 48,004,412 47,711,463 18.1% 17.9% 17.6% 7.0% 5.5% 3.5% 3.3% 3.2% 3.2% 11 Directors’ Report - continued No other person has reported an interest of more than 3% in the ordinary shares. On 30 June 2013 Dr Mark Chadwick held 3,970,151 ordinary shares and Dr Christophe Chassagnole held 15,189,740 ordinary shares. The holding percentages were 0.26% and 1.01% respectively. Directors’ remuneration Details of Directors’ remuneration in the year ended 30 June 2013 is set out below: Emoluments £ Benefi ts £ Pension contributions £ Dr P B Harper Dr M P Chadwick Dr C D Chassagnole Total Payment policy 35,000 106,867 59,450 201,317 - - - - Total £ 35,000 106,867 62,480 - - 3,030 3,030 204,347 The Company pays its suppliers as it would wish to be paid and supports initiatives aimed at ensuring good practice in this area. Trade creditors of the Company were equivalent to 51 days purchases (2012: 58 days), based on the average daily amount invoiced by suppliers to the Company during the year. Post balance sheet events There are no material post balance sheet events. Statement as to disclosure of information to auditors The directors in offi ce on 14 November 2013 have confi rmed that, as far as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the directors have confi rmed that they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditors. Corporate Governance The Board of Directors is accountable to the Company’s shareholders for good corporate governance. The company takes corporate governance seriously and the statement below sets out how the Board apply the principles of good corporate governance. 12 Directors’ Report - continued Directors The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for formulating and approving the strategy of the business and meets at least six times per year. Various matters are specifically reserved for Board decision, ensuring that the Board maintains full control over strategic, financial, organisational, risk and compliance issues. Management supply the Board with appropriate and timely information, while the directors are encouraged to seek any further information they consider necessary. The Board comprises two executive directors, who fulfil the main operational roles in the Company, and a non-executive Chairman. Due to the size of the Company, the Board does not consider the appointment of a senior non-executive director to be necessary. A full list of the directors is shown above. Accountability The Board endeavours to present a balanced and comprehensible assessment of the Company’s situation and prospects in all of its published statements, including interim reports, price-sensitive announcements, reports to regulators and information supplied to comply with statutory requirements. The Audit Committee consists of Christophe Chassagnole and Roger Jones and is chaired by Paul Harper. The Committee meets at least three times per year to consider matters relating to the Company’s financial position and financial reporting. The Audit Committee reviews the independence and objectivity of the external auditors, as well as the amount of non-audit work undertaken by Shipleys LLP to satisfy the Committee that this will not compromise their independence. Details of the fees paid to Shipleys LLP during the current accounting period are given in note 3 to the accounts. There are no areas of work where Shipleys LLP are prohibited from carrying out work. Remuneration Committee The Remuneration Committee has been established primarily to determine the remuneration, terms and conditions of employment of the executive directors of the Company. The Committee comprises Mark Chadwick and Roger Jones and is chaired by Paul Harper. It meets at least twice a year. The primary concern of the Committee is to establish a system of rewards and incentives that aim to align the interests of the executive directors with the long-term interests of the share-holders. These are based on the achievement of both scientific and commercial milestones while taking no account the financial position of the Company at this stage in its development. Any remuneration issues concerning non-executive directors are resolved by this Committee and no director participates in decisions that concern his own remuneration. 13 Directors’ Report - continued Going Concern After making appropriate enquiries, the Directors have a reasonable expectation that the Company will safeguard the Company’s assets. The risk management process and internal control systems are designed to manage rather than eliminate the risk of failing to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss. The key features of the Company’s system of internal control are as follows: • a clearly defined organisational structure and set of objectives. • the executive directors play a significant role in the day to day operation of the business. • detailed monthly management accounts are produced by an independent third party for the Board to review and take appropriate action. Internal Control The Company values the views of its shareholders and recognises their interest in the Company’s strategy, performance and the ability of the Board. The AGM provides an opportunity for two-way communication and all shareholders are encouraged to attend and participate. Separate resolutions will be put to shareholders at the AGM, giving them the opportunity to discuss matters of interest. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after each has been dealt with on a show of hands. The Company uses its website www.physiomics-plc.com as another means of providing information to shareholders and other interested parties. The website displays the annual report and accounts, interim results and other relevant announcements. Annual General Meeting The Annual General Meeting of the Company will be held at the offices of Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London, EC2N 1HQ at 11.00 am on 17 December 2013. By order of the board Dr Paul Harper Chairman 14 November 2013 14 Independent Auditors Report to the shareholders of Physiomics Plc We have audited the financial statements of Physiomics Plc for the year ended 30 June 2013 which comprise the income statement, the statement of financial position, the cash flow statement, the statement of changes in equity and the related notes. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion: • the financial statements give a true and fair view of the state of the company’s affairs as at 30 June 2013 and of its loss for the year then ended; • the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 15 Independent Auditor’s Report to the shareholders of Physiomics Plc – continued Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law and not made; or • we have not received all the information and explanations we require for our audit. Benjamin Bidnell (senior statutory auditor) For and on behalf of Shipleys LLP statutory auditor 10 Orange Street Haymarket London WC2H 7DQ 14 November 2013 16 Income Statement for the year ended 30 June 2013 Revenue Net operating expenses Share-based compensation Operating loss Finance income Finance costs Loss before taxation UK corporation tax Loss for the year attributable to equity shareholders Loss per share (pence) Basic and diluted Notes 2 3 4 5 7 8 Year ended 30-Jun-13 £ 240,000 (776,520) (11,822) Year ended 30-Jun-12 £ 135,306 (703,932) (9,296) (548,342) (577,922) 4,551 - 5,674 - (543,791) (572,248) 43,220 32,671 (500,571) (539,577) (0.033) p (0.045) p 17 Statement of fi nancial position as at 30 June 2013 Company Number: 4225086 Notes Year ended 30-Jun-13 £ Year ended 30-Jun-12 £ 10 11 12 9 16,336 4,250 1 20,587 180,717 179,162 359,879 380,466 21,047 6,227 1 27,275 121,874 690,950 812,824 840,099 Non-current assets Intangible assets Property, plant and equipment Investments Current assets Trade and other receivables Cash and cash equivalents Total assets Current liabilities Trade and other payables 9,12 Total liabilities Net assets Capital and reserves Share capital Capital reserves Retained earnings Equity shareholders’ funds (124,645) (124,645) (105,529) (105,529) 255,821 734,570 14 15 16 602,620 3,796,358 599,420 3,777,736 (4,143,157) (3,642,586) 255,821 734,570 The fi nancial statements were approved by the Board of Directors and authorised for issue on 14 November 2013 and are signed on its behalf by: Dr Paul Harper Chairman 18 Statement of changes in equity for the year ended 30 June 2013 Share Share-based Total Share capital £ premium compensation Retained shareholders’ account reserve earnings £ £ £ funds £ At 1 July 2011 451,420 3,335,829 71,271 (3,103,009) 755,511 Share issue (net of costs) 148,000 361,340 Loss for the year Share-based compensation - - - - - - - 509,340 (539,577) (539,577) 9,296 - 9,296 At 30 June 2012 599,420 3,697,169 80,567 (3,642,586) 734,570 Share issue (net of costs) 3,200 6,800 Loss for the year Share-based compensation - - - - - - - 10,000 (500,571) (500,571) 11,822 - 11,822 At 30 June 2013 602,620 3,703,969 92,389 (4,143,157) 255,821 19 Cash Flow Statement for the year ended 30 June 2013 Cash fl ows from operating activities: Operating loss Amortisation and depreciation Share-based compensation Increase in receivables Increase (decrease) in payables Cash generated from operations UK corporation tax received Interest paid Year ended 30-Jun-13 £ Year ended 30-Jun-12 £ (548,342) 8,540 11,822 (47,994) 19,114 (556,860) 32,373 - (577,922) 7,865 9,296 (26,106) (6,510) (593,377) 41,605 - Net cash generated from operating activities (524,487) (551,772) Cash fl ows from investing activities: Interest received Purchase of non-current assets, net of grants received Net cash received by investing activities Cash outfl ow before fi nancing Cash fl ows from fi nancing activities: Issue of ordinary share capital (net of expenses) Net cash from fi nancing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 4,551 (1,852) 2,699 5,674 (1,907) 3,767 (521,788) (548,005) 10,000 10,000 (511,788) 690,950 179,162 509,340 509,340 (38,665) 729,615 690,950 20 Notes on the Financial Statements Basis of preparation Physiomics Plc has adopted International Financial Reporting Standards (“IFRS”), IFRIC interpretations and the Companies Act 2006 as applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis. The significant accounting policies are set out below. Accounting policies Revenue recognition The revenue shown in the income statement relates to amounts received or receivable from the provision of outsourced systems and computational biology services to pharmaceutical companies. Revenue from the provision of its principal activities are recognised when the Company has transferred to the buyer the significant risks and rewards of ownership, has no continuing managerial involvement or control to the degree normally associated with ownership and can reliably measure the economic benefits of the transaction. Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments. Going concern The accounts have been prepared on the going concern basis. The Company primarily operates in the relatively defensive pharmaceutical industry which we expect to be less affected by current economic conditions compared to other industries. The Company had £179,162 of cash and cash equivalents as at 30 June 2013 (2012: £690,950). The Board operates an investment policy under which the primary objective is to invest in low-risk cash or cash equivalent investments to safeguard the principal. The Company’s forecasts, taking into account likely revenue streams, show that the Company has sufficient funds to operate for the foreseeable future. After reviewing the Company’s forecasts, the Directors believe that the Company is adequately placed to manage its business and financing risks successfully despite the current uncertain economic outlook. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts. Intangible assets Intangible assets acquired separately from third parties are recognised as assets and measured at cost. Following initial recognition, intangible assets are measured at cost or fair value at the date of acquisition less any amortisation and any impairment losses. Amortisation costs are included within the net operating expenses disclosed in the income statement. 21 Notes on the Financial Statements - continued Intangible assets are amortised over their useful lives as follows: Useful Life Method Software 15 years Straight line Useful lives are also examined on an annual basis and adjustments, where applicable are made on a prospective basis. The Company does not have any intangible assets with indefinite lives. Property, plant and equipment All items are initially recorded at cost. Impairment of assets Property, plant and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For purposes of assessing impairment, assets that do not individually generate cash flows are assessed as part of the cash generating unit to which they belong. Cash generating units are the lowest levels for which there are cash flows that are largely independent of the cash flows from other assets or groups of assets. Depreciation Depreciation is calculated to write off the cost of an asset over its useful economic life as follows: Leasehold improvements - the remaining life of the lease Fixtures and computers - three years, straight-line basis Research and development expenditure Expenditure on research activity is recognised as an expense in the period in which it is incurred. Trade and other receivables Trade receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. Balances are written off when the probability of recovery is considered to be remote. Financial liability and equity Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. 22 Notes on the Financial Statements - continued Foreign currency Assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating result. Leased assets and obligations Where assets are financed by leasing agreements that give rights approximating to ownership (“finance leases”), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable during the lease terms. The corresponding leasing commitments are shown as obligations to the lessor. Lease payments are treated as consisting of capital and interest elements, and the interest is charged to the profit and loss in proportion to the remaining balance outstanding. All other leases are ‘operating leases’ and the annual rentals are charged to the income statement on a straight-line basis over the lease term. Government Grants Deferred government grants in respect of capital expenditure are treated as deferred income and are credited to the income statement over the estimated useful life of the assets to which they relate. Government grants of a revenue nature are credited to the profit and loss account in the same period as the related expenditure. Share based payments The Company issues equity settled share based payments to certain employees. Equity settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over an estimated vesting period. Fair value is measured by use of a binomial model. Investments Participating interests are stated at cost less amounts written off in the Company balance sheet. Taxation Tax currently payable is based on the taxable profit for the period which may differ from net profit reported in the income statement. Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay further tax, or a right to pay less tax in future. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise from the gains or losses in tax assessments in period different from those in which they are recognised in the financial statements. Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be sufficient taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse. 23 Notes on the Financial Statements - continued Adoption of International accounting standards The following new and revised Standards and Interpretations have been adopted in the current financial year as issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC): IAS 12 Amendment - Deferred Tax: Recovery of Underlying Assets IAS 19 (revision) – Employee Benefits IAS 27 (revised 2011) - Separate Financial Statements IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities IFRS 9 – Financial Instruments IFRS 11 - Joint Arrangements IFRS 12 - Disclosures of Interest in Other Entities IFRS 13 - Fair Value Measurement Adoption of these Standards and Interpretations did not have any effect on the financial statements of the Company, or result in changes in accounting policy or additional disclosure. The IASB and IFRIC have issued a number of Standards and Interpretations with an effective date after the date of these financial statements. The new Standards and Interpretations issued include: IFRS 1 (amended) Government Loans IFRS 10 Consolidated Financial Statements; Investment Entities IAS 1 (amended) Presentation of Items of Other Comprehensive Income IAS 28 (revised) Investments in Associates and Joint Ventures IAS 32 (amended) Offsetting Financial Assets and Financial Liabilities The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the Company’s financial statements. 24 Notes on the Financial Statements - continued 1 CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT There was no material accounting estimates or areas of judgements required. 2 REVENUE AND SEGMENTAL REPORTING The principal activities are the provision of outsourced systems and computational biology services to pharmaceutical companies. This activity comprises a single segment of operation of a sole UK base and entirely UK based assets. Revenue was derived in the UK and European Union from its principal activity. 3 OPERATING PROFIT Operating Loss is stated after charging Research and development Current year expenditure Depreciation charge for the year - Owned assets Amortisation charge for the year 2013 £ 2012 £ 186,486 149,409 3,829 4,711 3,153 4,712 Audit services, refer to below 12,000 12,000 Payable to: 2013 £ 2012 £ Amounts payable for both audit and non-audit services Audit services – Statutory audit Shipleys LLP 10,000 10,000 Tax services – Compliance services Shipleys LLP 2,000 12,000 2,000 12,000 25 Notes on the Financial Statements - continued 4 FINANCE INCOME Bank interest receivable 5 FINANCE COSTS Interest payable 6 STAFF COSTS Staff costs during the year Wages and salaries Social security costs Pension costs Average number of employees 2013 £ 4,551 2013 £ - 2013 £ 147,995 16,086 - 164,081 4 2012 £ 5,674 2012 £ - 2012 £ 107,968 11,546 - 119,514 3 Details of the remuneration of directors are included in the Directors’ report on page 12. 26 Notes on the Financial Statements - continued 7 TAXATION (a) Analysis of charge in the year Research and Development tax credit: current year Research and Development tax credit: prior year Total current tax (b) Factors affecting current tax charge 2013 £ 43,308 (88) 43,220 2012 £ 32,460 211 32,671 The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The timing differences are explained below: Loss on ordinary activities before taxation Tax on loss on ordinary activities at standard corporation tax rate of 20% (2012: 19.51%) Expenses not deductible for tax purposes Capital allowances less than (in excess of) depreciation Unrelieved tax losses and other deductions arising in the year Research and Development tax credit: current and prior year Total current tax 2013 £ (543,791) 2012 £ (572,248) (108,758) (111,646) 480 687 107,591 43,220 43,220 - (117) 111,763 32,671 32,671 At 30 June 2013 tax losses of approximately £2,851,000 (2012: £2,488,000) remained available to carry forward against future taxable trading profi ts. 8 EARNINGS PER SHARE The calculations of loss per share are based on the following losses and numbers of shares. Loss on ordinary activities after tax Weighted average no of shares: For basic and diluted loss per share Basic and diluted loss per share 2013 £ (500,571) No. 2012 £ (539,577) No. 1,502,013,088 1,195,271,385 (0.033p) (0.045p) 27 Notes on the Financial Statements - continued 9 FINANCIAL INSTRUMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION Held for trading 2013 £ 180,717 179,162 359,879 124,645 124,645 2012 £ 121,874 690,950 812,824 105,529 105,529 Patents, trade marks and software £ 75,646 - 75,646 54,599 4,711 59,310 16,336 21,047 Current fi nancial assets Trade and other receivables Cash and cash equivalents Current fi nancial liabilities Trade and other payables 10 INTANGIBLE FIXED ASSETS Cost At 1 July 2012 Additions At 30 June 2013 Amortisation At 1 July 2012 Provided in the year At 30 June 2013 Net book value 30 June 2013 30 June 2012 28 Notes on the Financial Statements - continued 11 PROPERTY PLANT AND EQUIPMENT Cost At 1 July 201 Additions Disposals At 30 June 2013 Depreciation At 1 July 2012 Provided in the year Disposals At 30 June 2013 Net book value 30 June 2013 30 June 2012 12 OTHER FINANCIAL ASSETS AND LIABILITIES Trade and other receivables are as follows: Trade receivables Prepayments Other receivables Corporation tax recoverable 2013 £ 98,000 28,283 11,126 43,308 Fixtures and computers £ 49,380 1,852 (799) 50,433 43,153 3,829 (799) 46,183 4,250 6,227 2012 £ 27,500 35,531 26,383 32,460 Trade and other payables are as follows: Amounts payable relating to the purchase of goods and services Other payables Accruals 180,717 121,874 56,727 26,403 41,515 124,645 60,770 10,223 34,536 105,529 Trade payables of the Company were equivalent to 51 days of purchases (2012: 58 days). The directors consider the carrying amount of trade payables approximates to their fair value. 29 Notes on the Financial Statements - continued 13 LOANS There were no loans with directors at 30 June 2012 and 30 June 2013. 14 SHARE CAPITAL Ordinary shares of 0.04p each Authorised: Issued and fully paid: Balance at 1 July 2011 Issue of share capital As at 30 June 2012 Issue of share capital As at 30 June 2013 2013 Number 2012 Number 25,000,000,000 25,000,000,000 £ £ 451,420 399,690 148,000 51,730 599,420 451,420 3,200 148,000 602,620 599,420 The Company has one class of ordinary shares which carry no right to fi xed income. On 1 July 2013 the Company issued 16,155,088 ordinary shares of 0.04p at a price of 0.1238p per ordinary share for working capital purposes. On 26 July 2013 the Company issued 24,832,855 ordinary shares of 0.04p at a price of 0.1047p per ordinary share in part satisfaction of a loan from YA Global Master SPV Limited. On 10 October 2013 the Company issued 160,191,333 ordinary shares of 0.04p at a price of 0.15p per ordinary share for fi nal satisfaction of a loan from YA Global Master SPV Limited and for working capital purposes. 30 Notes on the Financial Statements - continued 15 CAPITAL RESERVES Share premium account Share-based compensation reserve £ £ Total £ 3,335,829 71,271 3,407,100 407,000 (45,660) - - 407,000 (45,660) 9,296 Balance at 1 July 2011 Issue of share capital Share issue costs Share-based compensation - 9,296 Balance at 30 June 2012 3,697,169 80,567 3,777,736 Issue of share capital Share issue costs Share-based compensation 6,800 - - - - - 6,800 - - Balance at 30 June 2013 3,703,969 80,567 3,784,536 The share premium account consists of proceeds from the issue of shares in excess of their par value (which is included in the share capital account). The share-based compensation reserve represents the credit arising on the charge for share options calculated in accordance with IFRS 2. 16 RETAINED EARNINGS Balance at 1 July 2011 Loss for the year Balance at 30 June 2012 Loss for the year Balance at 30 June 2013 17 CAPITAL COMMITMENTS At 30 June 2012 and 30 June 2013 the Company had no capital commitments. £ (3,103,009) (539,577) (3,642,586) (502,057) (4,144,643) 31 Notes to the Financial Statements - continued 18 SHARE BASED PAYMENT TRANSACTIONS The Company operates a share option scheme under the Enterprise Management Initiative Scheme (“EMI”). The following share options have been granted over ordinary shares of 0.04p each and remain exercisable under the scheme: Christophe Chassagnole Christophe Chassagnole Christophe Chassagnole Christophe Chassagnole Christophe Chassagnole Mark Chadwick Mark Chadwick Mark Chadwick Mark Chadwick Other staff Other staff Other staff Other staff Other staff Total Granted at 30 June 2012 7,499,453 5,624,590 11,856,584 3,233,125 - 19,984,500 3,233,127 4,996,125 - 3,490,000 3,448,824 10,547,616 10,727,314 - Awarded Exercised in year Cancelled 12,938,121 12,938,121 23,935,522 84,641,258 49,811,764 - - Granted at 30 June 2013 7,499,453 5,624,590 11,856,584 3,233,125 12,938,121 19,984,500 3,233,127 4,996,125 12,938,121 3,490,000 3,448,824 10,547,616 10,727,314 23,935,522 134,453,022 Exercise price Expiry date p 0.383 0.15 0.40 0.34 0.132 06-Sep-17 18-Dec-18 28-Feb-20 08-Nov-21 11-Feb-23 0.27 0.34 0.293 0.132 05-Dec-20 08-Nov-21 18-Dec-21 11-Feb-23 0.383 0.15 0.40 0.34 0.132 06-Sep-17 18-Dec-18 28-Feb-20 08-Nov-21 11-Feb-23 Certain performance conditions for EMI share options are unmet at the date of these statements. All other options are vested in full. The Company also operates an unapproved share option scheme. The following share options have been granted over ordinary shares of 0.04p each and remain exercisable under the scheme Granted at 30 June 2012 Awarded Exercised in year Cancelled Granted at 30 June 2013 Exercise price Expiry date p Paul Harper Paul Harper Paul Harper Paul Harper Total 2,327,710 7,664,541 1,293,250 - 11,285,501 5,175,248 5,175,248 - - 2,327,710 7,664,541 1,293,250 5,175,248 16,460,749 0.15 0.40 0.34 0.132 18-Dec-18 28-Feb-20 08-Nov-21 11-Feb-23 All performance conditions for unapproved options have been met and are vested in full. The fair value of share options awarded during the year was determined using the Black-Scholes pricing model. In addition to the information disclosed above, the assumptions employed in the pricing model were as follows – expected volatility: 20%, expected dividends: nil, risk-free interest rate: 2% per annum. Where performance conditions are unmet a probability of success factor has been applied to such awards. 32 Notes on the Financial Statements - continued 19 FINANCIAL INSTRUMENTS The Company’s financial instruments comprise cash and short term deposits. The Company has various other financial instruments, such as trade debtors and creditors that arise directly from its operations, which have been excluded from the disclosures other than the currency disclosures. The main risks arising from the Company’s financial instruments are interest rate risk, liquidity risk and foreign currency risk. The policies for managing these are regularly reviewed and agreed by the board. It is and has been throughout the year under review, the Company’s policy that no trading in financial instruments shall be undertaken. Interest rate risk The Company finances its operations by cash and short term deposits. The Company’s policy on interest rate management is agreed at board level and is reviewed on an ongoing basis. Other creditors, accruals and deferred income values do not bear interest. Interest rate profile The Company had no bank borrowings at the 30 June 2013. Liquidity risk The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Fair values Fair values of financial instruments equate to the best value as disclosed in the financial information. There are no material differences between the fair value of financial instruments and the amount at which they are stated in the financial statements. 20 RELATED PARTY TRANSACTIONS Remuneration of key management personnel The remuneration of the directors, who are the key management personnel of the Company, is set out on page 10. 21 ULTIMATE CONTROLLING PARTY The Company does not currently have an ultimate controlling party and did not have one in this reporting year or the preceding reporting year. 33 Notice of Annual General Meeting Notice is hereby given that the annual general meeting (AGM) of Physiomics Plc (the Company) will be held on 17 December 2013 at 11.00am at the offices of Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London, EC2N 1HQ for the following purposes ORDINARY BUSINESS To consider and, if thought fit, pass the following ordinary resolutions: 1. To receive and adopt the Directors’ and Auditor’s Report and the Company’s Financial Statements for the year ended 30 June 2013. 2. To re-appoint Christophe Chassagnole as a Director of the Company. 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which annual accounts of the Company are laid and to authorise the Directors to fix their remuneration. SPECIAL BUSINESS To consider and, if thought fit, pass the resolutions set out in paragraphs 4 to 6 (inclusive): Ordinary resolution – power to allot securities 4. That the Directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company (relevant securities), up to an aggregate nominal amount of £150,000 provided that this authority is for a period expiring at the next annual general meeting of the Company but the Company may before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the 2006 Act, but without prejudice to the allotment of any shares already made or to be made pursuant to such authorities. Special resolution – disapplication of pre-emption rights 5. That subject to the passing of resolution 4 in the Notice the Directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act 2006 (the 2006 Act)) for cash pursuant to the authority conferred by resolution 4 in the Notice as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities: (a) in connection with an offer of such securities by way of rights or other pro-rata offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and 34 Notes on the Financial Statements - continued and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the 2006 Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities. Special resolution – notice period for general meetings 6. That a general meeting of the Company, other than an annual general meeting, may be called on 14 clear days’ notice provided this authority expires at the conclusion of the next annual general meeting of the Company after the date of passing of this resolution. By order of the Board Roger Jones Company Secretary 14 November 2013 NOTES 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at: • 6.00pm on 13 December 2013; or, • if this Meeting is adjourned, at 6.00pm on the day two business days prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting. 2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 3. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in note 11) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so. 4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please photocopy the proxy card and return all multiple proxies in one envelope. 6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting. 7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company’s Registrars, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU and received no later than 11.00am on 13 December 2013. In the case of a member who is a company, the proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 35 Notice of Annual General Meeting 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in respect of that share. 9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see below) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard- copy proxy form, please contact the Company at its registered office. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 10. In order to revoke a proxy instruction you will need to inform the Company’s Registrars, Capita Asset Services by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment and addressed to them at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Capita Asset Services no later than 13 December 2013 at 11.00am. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated. 11. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for the Meeting and any adjournment of it by using the procedures described in the CREST Manual. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Capita (ID RA10) not later than 48 hours before the time fixed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Capita is able to retrieve the message by enquiry to CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 12. In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power or authority, must reach the Company’s Registrars, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 48 hours before the time of the meeting. 13. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. 14. You may not use any electronic address provided either in this notice of annual general meeting, or any related documents (including the chairman’s letter and proxy form), to communicate with the Company for any purposes other than those expressly stated. 15. On 14 November 2013, the Company’s issued share capital comprised 1,707,729,350 ordinary shares of 0.04p each. Each ordinary share carries the right to vote at the AGM and, therefore, the total number of voting rights in the Company on 14 November 2013 is 1,707,729,350 ordinary shares. 16. The Directors’ letters of appointment and service contracts will be available for inspection at Tower 42, 33rd Floor, 25 OldBroad Street, London, EC2N 1HQ from 14 November 2013 until the time of the Meeting. 36 Form of Proxy I/We (block capital) of (block capital) Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2) (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.) as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17 December 2013 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will exercise his/ her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form where indicated in respect of Ordinary Shares below (see notes below). ORDINARY RESOLUTIONS For Against Withheld 1. To receive and adopt the Directors’ and Auditor’s report and the Company’s financial statements for the year ended 30 June 2013. 2. To re-appoint Christophe Chassagnole as a Director. 3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix their remuneration. 4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £150,000. SPECIAL RESOLUTIONS 5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority con- ferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. 6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’ notice. Signature(s) Date NOTES 2013 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly. 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. 6. Any alteration to the form of proxy should be initialled. 7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope. 8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in respect of that share. 9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of authority must be lodged at the offices of the Company’s Registrars, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 48 hours before the time of the meeting. 10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in relation to the submission of a proxy appointment via CREST. 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. 13. You may not use 37 38 39

Continue reading text version or see original annual report in PDF format above