EX-99.4 5 ex99_4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

FOR AGAINST WITHHELD FOR AGAINST WITHHELD Res 1. Res 5. Res 2. Res 6. Res 3. Res 7. Res 4. Res 8. BIODEXA PHARMACEUTICALS PLC TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ("ADRs") REPRESENTING ORDINARY SHARES OF BIODEXA PHARMACEUTICALS PLC Sign below Date: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorised officer who should state his or her title. FOLD AND DETACH HERE Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. Address change Mark box, sign and indicate changes/comments below: Mark box at right if you wish to give a discretionary proxy to the Chair. PLEASE NOTE: Marking this box voids any other instructions indicated on this card for the Meeting. JPMorgan Chase Bank, N.A., Depositary PO Box 64873 Saint Paul MN 55164-0873 Vote by Internet, Telephone, or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting is available through 11:59 p.m. Eastern Time on June 9, 2024. Your Internet or telephone vote authorises the named proxies to vote your shares in the same manner as if you marked, signed and returned your Voting Instruction Card. INTERNET ? www.proxypush.com/bdrx Use the Internet to vote your proxy. Have your Voting Instruction Card in hand when you access the website. PHONE ? 1-866-883-3382 Use any touch-tone telephone to vote your proxy. Have your Voting Instruction Card in hand when you call. MAIL ? Mark, sign, and date your Voting Instruction Card and return it in the enclosed envelope. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your Voting Instruction Card.

 

   

 

 

AGM 2024 resolutions 1. To receive the Company's Report and Accounts for the year ended 31 December 2023.2. To approve the directors' remuneration report, as set out in the Company's Report and Accounts for the year ended 31 December 2023 (the"Directors' Remuneration Report"), excluding the directors' remuneration policy as set out on pages 22 to 23 of the Directors' Remuneration Report.3. To elect Ann Merchant, who was appointed as a Director by the Board following the last AGM, as a Director of the Company.4. To re-elect Sijmen de Vries as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company.5. To re-elect Simon Turton as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company.6. To re-appoint Mazars LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meetingof the Company at which financial statements are laid and to authorise the Directors to determine the auditor's remuneration.7. THAT the Directors of the Company be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the"Act"), in addition to any existing authorities to allot equity securities to the extent unused, to exercise all powers of the Company to allot shares inthe Company or to grant rights to subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal value of£948,426.90, provided that this authority shall expire at the conclusion of the AGM of the Company to be held in 2027 (unless renewed, varied orrevoked by the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement which would ormight require shares in the Company to be allotted or Rights to be granted after such expiry and the Directors may allot shares in the Company orgrant Rights in pursuance of that offer or agreement as if the authority conferred by this Resolution had not expired.8. THAT, subject to and conditional upon the passing of Resolution 7, the Directors of the Company be and hereby generally empowered pursuant toSections 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash, in addition to any existing authoritiesto allot equity securities to the extent unused, pursuant to the authority conferred by Resolution 7 as set out in this Notice, as if Section 561 of the Act did not apply to such allotment, provided that this power shall expire at the conclusion of the AGM of the Company to be held in 2027 (unless renewed, varied or revoked by the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement whichwould or might require shares to be allotted or the granting of rights to subscribe for, or convert any security into, shares in the Company after suchexpiry and the Directors may allot shares and grant rights to subscribe for, or convert such security into, shares in the Company in pursuance of anysuch offer or agreement as if the authority conferred hereby had not expired.**Special resolutionBiodexa Pharmaceuticals PLC JPMorgan Chase Bank, N.A., Depositary PO Box 64873, Saint Paul MN 55164-0873 Voting Instruction Card PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. JPMorgan Chase Bank, N.A. (the "Depositary") has received advice that the Annual General Meeting (the "Meeting") of Biodexa Pharmaceuticals PLC (the "Company") will be held at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ, on Thursday, June 13, 2024, at 12:00 p.m. (BST), for the purposes set forth on this card. If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the ordinary shares represented by your ADRs FOR or AGAINST or to WITHHOLD from the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST or to WITHHOLD from the Resolutions, or any of them, as the case may be. You may include instructions to give a discretionary proxy to the Chair. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 9:00 a.m. (Eastern Time), June 10, 2024. Only the registered holders of record at the close of business on May 9, 2024, will be entitled to execute the attached Voting Instruction Card. The signatory, a registered holder of ADRs representing ordinary shares of the Company, of record as of May 9, 2024, hereby requests and authorises the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying ordinary shares of the Company represented by such ADRs, on the Resolutions at the Meeting. These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary proxy to the Chair, the underlying ordinary shares represented by your ADRs will be voted by such person at his or her discretion. The Annual Report is available to view on the Company's website: https://biodexapharma.com. Please watch the Company's website, regulatory news and other published notifications for any further updates in relation to the Meeting. The AGM will be broadcast live via a Zoom webinar, which will enable shareholders to join via PC, laptop, tablet or mobile device. A recording will also be available for viewing at https://biodexapharma.com/ following the AGM. Please note that viewing the webinar does not enable shareholders to ask questions or to vote during the meeting. NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 9:00 a.m. (Eastern Time), June 10, 2024. JPMorgan Chase Bank, N.A., Depositary