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
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Chairman
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Dr Mark Chadwick, PhD, MBA
Mark Chadwick, PhD, MBA
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Chairman
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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
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CB4 0DP
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Taylor Vinters LLP
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Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Taylor Vinters LLP
Merlin Place,
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SO14 2DE
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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,
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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
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Milton Road,
Cambridge
Cambridge
CB4 0DP
CB4 0DP
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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
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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
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Taylor Vinters LLP
Merlin Place,
Milton Road,
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CB4 0DP
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3
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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,
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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
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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