Oxford Nanopore Technologies : Result of AGM

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Company Number: 05386273

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

OXFORD NANOPORE TECHNOLOGIES PLC

(THE "COMPANY")

At the annual general meeting ("AGM") of the Company held at the offices of the Company at Gosling Building, Edmund Halley Road, Oxford Science Park, Oxford, OX4 4DQ at 1.00pm on 10 June 2024 Resolutions 1 to 14 (inclusive) and 19 were passed as ordinary resolutions and Resolutions 15 to 18 (inclusive) were passed as special resolutions.

1. To receive and consider the Directors' Report, the Audited Statement of Accounts and Auditor's Report of the Company for the financial year ended 31 December 2023 (the
   "Annual Report and Accounts").
2. To receive and approve the Directors' Remuneration Report for the year ended 31
   December 2023 which is contained within the Annual Report and Accounts.
3. To elect Dr Sarah Fortune as a director of the Company.
4. To elect Nicholas Keher as a director of the Company.
5. To elect Dr Heather Preston as a director of the Company.
6. To elect Katherine (Kate) Priestman as a director of the Company.
7. To re-elect Dr Guy Harmelin as a director of the Company.
8. To re-elect Adrian Hennah as a director of the Company.
9. To re-elect John O'Higgins as a director of the Company.
10. To re-elect Dr Gurdial (Gordon) Sanghera as a director of the Company.
11. To re-elect Duncan Tatton-Brown as a director of the Company
12. To appoint Deloitte LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the Company's 2025 AGM at which accounts are laid before shareholders in accordance with the Companies Act 2006 (the "Act").
13. That the Company's Audit & Risk Committee be authorised to fix the remuneration of
    Deloitte LLP as auditors of the Company.
14. That the board of directors (the "Board") be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Act to exercise all the powers of the Company to:
15. 1. allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares in the Company ("Rights") up to an aggregate nominal amount of £28,728.22 (being approximately one third of the Company's issued ordinary share capital as at 23 April 2024, being the latest practicable date prior to the publication of this Notice (the "Latest Practicable Date"); and
    2. allot equity securities of the Company (as defined in section 560 of the Act) up to a further aggregate nominal amount of £28,728.22 (being approximately one third of the
       Company's issued ordinary share capital as at the Latest Practicable Date) in connection with an offer by way of a pre-emptive offer (including an offer by way of a rights issue, or open offer),

provided that (i) such authorities shall expire on the earlier of the conclusion of the Company's 2025 AGM or, if earlier, the close of business on 10 September 2025, and (ii)

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before such expiry the Company may make any offer or agreement which would or might require shares or equity securities to be allotted or Rights to be granted after such expiry and the directors may allot such shares or equity securities and grant such Rights pursuant to any such offer or agreement as if the authority conferred by this Resolution 14 had not expired. These authorities shall be in substitution for all other authorities granted to the directors to allot shares or equity securities and grant Rights.

15. That, if Resolution 14 is passed, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

1. to or in connection with any rights issue, open offer or other pre-emptive offer, open for acceptance for a period determined by the directors, to the holders of ordinary shares on the register on any fixed record date in proportion (as nearly as may be practicable) to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject to such exclusions, the issue, transfer and/or holding of any securities in certificated form or uncertificated form, the use of one or more currencies for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares or any legal or practical problems arising under the laws of, or the requirements of any regulatory body or any stock exchange in any territory; and
2. to the allotment of equity securities or sale of treasury shares (other than pursuant to paragraph (i) of this Resolution 15) up to an aggregate nominal amount of £8,618.47, representing approximately 10% of the nominal value of the issued ordinary capital of the Company as at the Latest Practicable Date; and
3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) or paragraph (ii) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (ii) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

at the close of business on 10 September 2025), but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired

References herein to the allotment of equity securities shall include the sale of treasury shares (within the meaning of section 724 of the Act).

16. That, if Resolution 14 is passed, the Board be authorised in addition to any authority granted under Resolution 15 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities up to an aggregate nominal amount of £8,618.47 representing approximately 10% of the nominal value of the issued ordinary share capital of the Company as at the Latest Practicable Date, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

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1. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the 2025 AGM (or, if earlier, at the close of business on 10 September 2025), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

1. That the Company be generally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of the Company's ordinary shares on such terms and in such manner as the directors may from time to time determine, provided that:
2. 1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 86,184,662 ordinary shares, being approximately 10% of the Company's issued ordinary share capital as at the Latest Practicable Date;
   2. the minimum price (exclusive of expenses) that may be paid is £0.0001 each for each ordinary share being the nominal value thereof; and
   3. the maximum price (exclusive of expenses) which may be paid for such shares for so long as the Company's ordinary shares are listed on the Official List shall be the higher of (i) 5% above the average of the middle market quotations taken from the London Stock Exchange Daily Official List for the 5 business days before the purchase is made; and (ii) the amount stipulated by Article 5(i) of the EU Buy-back and Stabilisation Regulation (being the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 17 will be carried out);
   4. the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the Company's 2025 AGM and 10 September 2025; and
   5. the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of its ordinary shares in pursuance of any such contract.
3. That a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.
4. That, in accordance with section 266 of Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this Resolution 19 has effect be and are hereby authorised to incur political expenditure (as defined in section 365 of the Act) not exceeding £100,000 in total during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the Company's 2025 AGM.

………………………………

Chair of AGM

Date: 10 June 2024

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