Bicycle Therapeutics (BCYC) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting (AGM) is scheduled for June 17, 2026, with key proposals including director re-elections, executive compensation, auditor appointments, and approval of annual reports and remuneration policies.

• Shareholders can vote in person or by proxy, with detailed instructions provided for ordinary shareholders, ADS holders, and institutional investors.

• The Board recommends voting in favor of all nine proposals, which cover governance, compensation, audit, and reporting matters.

Voting matters and shareholder proposals

• Proposals include re-election of two directors, advisory approval of executive compensation, ratification and re-appointment of PricewaterhouseCoopers LLP as auditors, authorization of auditor remuneration, adoption of the 2025 U.K. Annual Report, approval of the directors' remuneration report, and approval of a new directors' remuneration policy.

• All proposals are ordinary resolutions requiring a simple majority; voting is conducted by poll.

• Shareholders may submit proposals for future meetings in accordance with the Companies Act and SEC rules.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; two directors are up for re-election, and two are retiring at the AGM.

• The Board maintains a majority of independent directors and separates the roles of CEO and Chairman.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• The Board has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines.