Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting (AGM) will be held on June 12, 2026, with key business including director re-appointments, auditor appointments, and approval of remuneration reports.

• Shareholders and ADS holders are provided detailed instructions for voting, including proxy and electronic options, with a quorum set at 33 1/3% of issued shares.

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

• The AGM is distinct from Special Meetings related to the proposed acquisition by Eli Lilly and Company.

Voting matters and shareholder proposals

• Eight ordinary resolutions are up for vote, including re-appointment of three directors, auditor appointments, remuneration approval, and adoption of annual accounts.

• Shareholders may submit proposals for future AGMs if they meet statutory thresholds and deadlines.

• Voting is conducted by poll, and results will be published on the company website and via SEC filings.

Board of directors and corporate governance

• The Board consists of eight members, with staggered three-year terms across three classes.

• All directors except the CEO are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and responsibilities.

• The Board prioritizes professional accomplishment, diversity of experience, and shareholder interests in director selection.