Forms of Proxy. Each copy of this proxy statement mailed to holders of Exscientia Shares is accompanied by two forms of proxy with instructions for voting. The BLUE Form of Proxy corresponds to the Exscientia Court Meeting and the YELLOW Form of Proxy corresponds to the Exscientia General Meeting. If you hold Exscientia Shares in your name as a shareholder of record, you should complete and return both proxy cards accompanying this proxy statement to ensure that your vote is counted at both of the Exscientia Shareholder Meetings, or at any adjournment or postponement of the Exscientia Shareholder Meetings, regardless of whether you plan to attend the Exscientia Shareholder Meetings, so as to arrive as soon as possible but in any event at least 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the relevant meeting. You may also authorize a proxy to vote your shares online or electronically, by visiting ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or, in the case of institutional investors, by logging into ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇. and following the instructions therein, as set out in full on the proxy cards. If the BLUE Form of Proxy relating to the Exscientia Court Meeting is not lodged by the relevant time, it may be presented in person to the Chair or Computershare Investor Services Plc representative who will be present at the Exscientia Court Meeting, at any time prior to the commencement of the Exscientia Court Meeting (or any adjournment or postponement thereof). However, in the case of the Exscientia General Meeting, if the YELLOW Form of Proxy is not lodged so as to be received by the time mentioned above, it will be invalid. The completion and return of either Form of Proxy will not preclude you from attending the Exscientia Court Meeting or the Exscientia General Meeting, if you so wish. If you hold your Exscientia Shares in “street name” through a broker, bank, trust company or other nominee, you must direct your broker, bank, trust company or other nominee to vote in accordance with the instructions you have received from your broker, bank, trust company or other nominee. The Exscientia Board is not currently aware of any business to be acted upon at the Exscientia Shareholder Meetings other than the matters described in this proxy statement. If, however, other matters are properly brought before the Exscientia Shareholder Meetings, the persons appointed as proxies will have discretion to vote or act on those matters as in their judgment is in the best interest of Exscientia and its shareholders, except that Exscientia will comply with any limitations on the exercise of such discretion under applicable law and stock exchange listing rules. If you hold Exscientia Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Exscientia Court Meeting (or any adjournment or postponement thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Registrar, Computershare Investor Services Plc (ID number 3RA50) not later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time fixed for the Exscientia Court Meeting or any adjournment or postponement thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar, Computershare Investor Services Plc, is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If the CREST proxy appointment or instruction is not received by this time, the BLUE Form of Proxy may be presented in person to the Chair or Computershare Investor Services Plc representative who will be present at the Exscientia Court Meeting, at any time prior to the commencement of the Exscientia Court Meeting (or any adjournment or postponement thereof). CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/ her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Exscientia may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations. Exscientia ADS holders should refer to section 9 of this Explanatory Statement for information relevant to such holders.
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Sources: Transaction Agreement, Transaction Agreement
Forms of Proxy. Each copy of this proxy statement mailed to holders of Exscientia Shares is accompanied by two forms of proxy with instructions for voting. The BLUE Form of Proxy corresponds to the Exscientia Court Meeting and the YELLOW Form of Proxy corresponds to the Exscientia General Meeting. If you hold Exscientia Shares in your name as a shareholder of record, you should complete and return both proxy cards accompanying this proxy statement to ensure that your vote is counted at both of the Exscientia Shareholder Meetings, or at any adjournment or postponement of the Exscientia Shareholder Meetings, regardless of whether you plan to attend the Exscientia Shareholder Meetings, so as to arrive as soon as possible but in any event at least 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the relevant meeting. You may also authorize a proxy to vote your shares online or electronically, by visiting ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or, in the case of institutional investors, by logging into ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇. and following the instructions therein, as set out in full on the proxy cards. If the BLUE Form of Proxy relating to the Exscientia Court Meeting is not lodged by the relevant time, it may be presented in person to the Chair or Computershare Investor Services Plc representative who will be present at the Exscientia Court Meeting, at any time prior to the commencement of the Exscientia Court Meeting (or any adjournment or postponement thereof). However, in the case of the Exscientia General Meeting, if the YELLOW Form of Proxy is not lodged so as to be received by the time mentioned above, it will be invalid. The completion and return of either Form of Proxy will not preclude you from attending the Exscientia Court Meeting or the Exscientia General Meeting, if you so wish. If you hold your Exscientia Shares in “street name” through a broker, bank, trust company or other nominee, you must direct your broker, bank, trust company or other nominee to vote in accordance with the instructions you have received from your broker, bank, trust company or other nominee. The Exscientia Board is not currently aware of any business to be acted upon at the Exscientia Shareholder Meetings other than the matters described in this proxy statement. If, however, other matters are properly brought before the Exscientia Shareholder Meetings, the persons appointed as proxies will have discretion to vote or act on those matters as in their judgment is in the best interest of Exscientia and its shareholders, except that Exscientia will comply with any limitations on the exercise of such discretion under applicable law and stock exchange listing rules. If you hold Exscientia Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Exscientia Court Meeting (or any adjournment or postponement thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Registrar, Computershare Investor Services Plc (ID number 3RA50) not later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time fixed for the Exscientia Court Meeting or any adjournment or postponement thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar, Computershare Investor Services Plc, is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If the CREST proxy appointment or instruction is not received by this time, the BLUE Form of Proxy may be presented in person to the Chair or Computershare Investor Services Plc representative who will be present at the TABLE OF CONTENTS Exscientia Court Meeting, at any time prior to the commencement of the Exscientia Court Meeting (or any adjournment or postponement thereof). CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/ her his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Exscientia may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations. Exscientia ADS holders should refer to section 9 of this Explanatory Statement for information relevant to such holders.
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