PureTech Health: Results of Annual General Meeting

The Annual General Meeting of PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech Health” or the “Company”) was held at 11 a.m. EDT/4 p.m. BST on Thursday, June 13, 2024.

All of the resolutions proposed at the Annual General Meeting were duly passed by the shareholders on a poll. The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.

Resolutions

For

%

Against

%

Withheld

Total votes cast

001. To approve the Company’s Annual Report and Accounts for year ended 31 December 2023

180,831,234

100.00%

3,581

0.00%

90,476

180,834,815

002. To approve the Directors’ Remuneration Report

72,296,583

55.95%

56,922,574

44.05%

51,706,134

129,219,157

003. To approve the Directors’ Remuneration Policy

83,722,702

64.46%

46,157,643

35.54%

51,044,946

129,880,345

004. To approve amendments to the rules of the PureTech Health plc Performance Share Plan 2023

91,600,947

70.74%

37,887,028

29.26%

51,437,316

129,487,975

005. To elect Ms. Sharon Barber-Lui as a director

180,223,191

99.99%

13,818

0.01%

688,282

180,237,009

006. To elect Dr. Bharatt Chowrira as a director

180,903,972

99.99%

14,250

0.01%

7,069

180,918,222

007. To elect Dr. Raju Kucherlapati as a director

168,304,704

93.03%

12,613,517

6.97%

7,070

180,918,221

008. To elect Dr. John LaMattina as a director

97,660,582

74.71%

33,063,035

25.29%

50,201,674

130,723,617

009. To elect Dr. Robert Langer as a director

178,992,250

98.94%

1,925,771

1.06%

7,270

180,918,021

010. To elect Ms. Kiran Mazumdar-Shaw as a director

171,626,767

94.91%

9,206,455

5.09%

92,069

180,833,222

011. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company

180,817,973

99.95%

95,238

0.05%

12,080

180,913,211

012. To authorize the Audit Committee to determine the Auditors' remuneration

180,898,936

99.99%

20,477

0.01%

5,878

180,919,413

013. To authorize the allotment of shares

168,771,484

97.85%

3,707,621

2.15%

8,446,186

172,479,105

014. To disapply pre-emption rights

167,217,234

96.95%

5,261,591

3.05%

8,446,466

172,478,825

015. To further disapply pre-emption rights for acquisitions and specified capital investments.

165,299,824

95.84%

7,179,001

4.16%

8,446,466

172,478,825

016. To authorize market purchase of own shares

180,789,891

99.93%

129,498

0.07%

5,902

180,919,389

017. To authorize general meetings to be called on not less than 14 clear days’ notice

180,302,971

99.77%

422,112

0.23%

200,208

180,725,083

While the Board is pleased that all resolutions were supported by the required majorities, we note that more than 20% of votes were cast against Resolutions 2, 3, 4 and 8. Over the past year, the Board has actively engaged with shareholders regarding its approach to director remuneration, resulting in adjustments to the proposed Remuneration Policy. Looking ahead, the Board will continue to engage with shareholders to further understand their perspectives and the reasons behind their opposition to certain proposals. In accordance with the UK Corporate Governance Code, we will provide an update on our engagement efforts within the next six months.

Notes:

(1)

A vote “Withheld” is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution.

 

(2)

As at June 13, 2024 the number of issued shares in the Company was 270,859,250 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company’s Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

 

(3)

The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company’s website https://investors.puretechhealth.com/financials-filings/reports and on the National Storage Mechanism.

About PureTech Health

PureTech is a clinical-stage biotherapeutics company dedicated to giving life to new classes of medicine to change the lives of patients with devastating diseases. The Company has created a broad and deep pipeline through its experienced research and development team and its extensive network of scientists, clinicians and industry leaders that is being advanced both internally and through its Founded Entities. PureTech’s R&D engine has resulted in the development of 29 therapeutics and therapeutic candidates, including two that have received both U.S. FDA clearance and European marketing authorization and a third (KarXT) that has been filed for FDA approval. A number of these programs are being advanced by PureTech or its Founded Entities in various indications and stages of clinical development, including registration enabling studies. All of the underlying programs and platforms that resulted in this pipeline of therapeutic candidates were initially identified or discovered and then advanced by the PureTech team through key validation points.

For more information, visit www.puretechhealth.com or connect with us on X (formerly Twitter) @puretechh.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statement that are or may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements that relate to our expectations around our therapeutic candidates and approach towards addressing major diseases, our future prospects, developments, and strategies, and statements regarding the intent, belief or current expectations regarding the Tender Offer. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks, uncertainties and other important factors described under the caption "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC and in our other regulatory filings. These forward-looking statements are based on assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, we disclaim any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

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