Annual General Meeting

The Voting Instructions must be signed, completed and received at the indicated address prior to

10:00 A.M. (New York City time) on December 11, 2023 for action to be taken.

This proxy is solicited on behalf of the Board of Directors.

2023 VOTING INSTRUCTIONS

AMERICAN DEPOSITARY SHARES

Renalytix plc (the "Company")

ADS CUSIP No.:

75973T101.*

ADS Record Date:

November 10, 2023.

Meeting Specifics:

Annual General Meeting to be held on Friday, December 15, 2023 at 3:30 P.M. (GMT) as an

in-person meeting at 6 Stratton Street Mayfair, London W1J 8LD.

Meeting Agenda:

Please refer to the Company's Notice of Annual General Meeting and other relevant documents

on the Company's website:

https://investors.renalytix.com/news-and-events/documents-and-presentations.

Depositary:

Citibank, N.A.

Deposit Agreement:

Deposit Agreement, dated as of July 21, 2020.

Deposited Securities:

Ordinary shares, nominal value £0.0025 per share, of the Company.

Custodian:

Citibank, N.A. (London).

*ADS CUSIP No. is provided as a convenience only and without any liability for accuracy.

The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement ("ADSs") and identified above, acknowledges receipt of a copy of the Depositary's Notice of Annual General Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. All capitalized terms not defined herein shall have the meaning given to such term in the Deposit Agreement. The information with respect to the Meeting and the ADS Voting Instructions contained herein and in any related materials may change after the date hereof as a result of a change in circumstances (e.g., an adjournment or cancellation of the Meeting, and change in manner of holding the Meeting). The Company intends to announce any changes and updates only on its website https://investors.renalytix.com/news-and-events/documents-and-presentations. We encourage you to check the referenced Company website for any updates to the information with respect to the Meeting and the ADS Voting Instructions as it is not expected that any additional information will be distributed to you via mail or email.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder's ADSs in accordance with the voting instructions received from the Holder of the ADSs. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

Please indicate on the reverse side hereof how the Deposited Securities are to be voted.

The Voting Instructions must be marked, signed and returned on time in order to be counted.

By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.

ORDINARY RESOLUTIONS

  1. Receipt and adoption of the Company's U.K. statutory annual accounts and reports
  2. Approval of the Company's Directors' Remuneration Report
  3. Re-appointmentof Catherine Coste to the Board of Directors
  4. Re-appointmentof Chirag Parikh to the Board of Directors
  5. Ratification of the selection of Ernst & Young LLP, a Delaware limited liability partnership, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024
  6. Re-appointmentof Messrs PKF Littlejohn LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders
  7. Authorization for the Board of Directors to determine the auditors' remuneration for the fiscal year ending June 30, 2024
  8. Authorization for the Board of Directors to (i) allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £85,251.39 and (ii) allot further equity securities up to an aggregate nominal amount of £81,191.80 in connection with a pre- emptive offer in favour of shareholders

SPECIAL RESOLUTIONS

  1. Authorizing the Board of Directors to allot equity securities for cash in connection with a pre-emptive offer and otherwise up to a maximum aggregate nominal amount of £85,251.39 pursuant to the authorization in Resolution 8 as if U.K. statutory pre-emption rights did not apply
  2. Authorization of share repurchases on the London Stock Exchange
  3. Adoption of new articles of association

The Board of Directors recommends a FOR vote for all resolutions.

  • Issues

Resolutions

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Renalytix plc

For Against Abstain

For Against Abstain

Resolution 7

Resolution 8

Resolution 9

Resolution 10

Resolution 11

  • Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

If this Voting Instructions Card is signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions "FOR" the unmarked issue.

If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an "ABSTAIN" voting instruction for such issue.

Please be sure to sign and date this Voting Instructions Card.

Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. A Voting Instructions Card executed by a corporation should be in the full name of a duly authorized officer with full title as such.

Signature 1 - Please keep signature within the line

Signature 2 - Please keep signature within the line

Date (mm/dd/yyyy)

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Renalytix AI plc published this content on 14 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2023 20:25:06 UTC.