Barinthus Biotherapeutics (BRNS) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting will be held on July 2, 2026, in London, with both physical and proxy voting options available for shareholders and ADS holders.

• Seven ordinary resolutions will be voted on, including director re-elections, auditor appointments, remuneration, and approval of statutory accounts and compensation reports.

• The Board unanimously recommends voting in favor of all resolutions, emphasizing alignment with shareholder interests and company success.

• Proxy materials, annual accounts, and voting instructions are distributed to all eligible shareholders and ADS holders, with clear deadlines for proxy submissions.

Voting matters and shareholder proposals

• Proposals include re-election of two directors, re-appointment and ratification of PricewaterhouseCoopers LLP as auditors, authorization for the Audit Committee to set auditor remuneration, receipt of annual accounts, and advisory approval of the directors' compensation report.

• All proposals are ordinary resolutions requiring a simple majority; the Board recommends a vote FOR each.

• Shareholders can submit proposals for the 2027 AGM by specified deadlines and may call a general meeting if holding at least 5% of voting shares.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes with staggered three-year terms; two directors are up for re-election in 2026.

• The Board separates the roles of CEO and Chairman to ensure independent oversight.

• Three standing committees—Audit, Compensation, and Nominating & Corporate Governance—are composed of independent directors and meet regularly.

• The Board values diversity of experience and skills, with a formal process for director nominations and shareholder recommendations.