<strong>Annual</strong> <strong>Report</strong><strong>and</strong> <strong>Accounts</strong><strong>2010</strong><strong>Oxford</strong> <strong>Catalysts</strong><strong>Group</strong> <strong>PLC</strong>Directors’ <strong>Report</strong> (continued)Dr Pierre Jungels (Non-executive Chairman)Mr Roy Lipski (Chief Executive)Mrs Susan Robertson (Chief Financial Officer)Dr Andrew Jamieson (appointed 1 February <strong>2010</strong>) (NonexecutiveDirector)Mr Jeremy Scudamore (Non-executive Director)Dr Jan Verloop (Non-executive Director)All Directors are subject to election by shareholders at thefirst opportunity after their appointment, <strong>and</strong> to re-electionthereafter at intervals of not more than three years. At the2011 <strong>Annual</strong> General Meeting the following Directors willretire <strong>and</strong> offer themselves for re-election.• Dr Pierre Jungels• Dr Jan VerloopDirectors’ Third Party Indemnity ProvisionThe <strong>Group</strong> maintains insurance to provide cover for legalaction against its Directors. This has been in placethroughout the year <strong>and</strong> remains in place at the date of thisreport.Directors’ InterestsThe Directors who held office at 31 December <strong>2010</strong> had thefollowing interests in the shares of <strong>Group</strong> undertakings (asrecorded in the Register of Directors’ Interests <strong>and</strong> includingthose of the spouse or civil partner <strong>and</strong> children under 18).<strong>Oxford</strong> <strong>Catalysts</strong> <strong>Group</strong> <strong>PLC</strong>Ordinary £0.01 shares31 December 31 DecemberName of Director <strong>2010</strong> 2009Dr Pierre Jungels 223,031 223,031Mr Roy Lipski 2,329,564 757,139Mrs Susan Robertson 304,874 183,513Mr Jeremy Scudamore 24,000 24,000Dr Andrew Jamieson nil n/aDr Jan Verloop 150,837 150,837On 18 March 2011, Jeremy Scudamore <strong>and</strong> Andrew Jamiesonpurchased 75,000 <strong>and</strong> 25,000 shares respectively in theplacing which was finalised on that day. As a result, theirholdings increased by these amounts. On 21 March 2011, RoyLipski was granted 87,534 shares as part of his <strong>2010</strong> bonusresulting in an increase of his share holding to 2,417,098ordinary shares at the date of this report. Details of theDirectors’ share options <strong>and</strong> service contracts are shown inthe Directors’ Remuneration <strong>Report</strong>.Substantial ShareholdingsOn 18 April 2011, the Company had been notified of thefollowing holdings of 3% or more of the issued share capitalof the Company.Number of Percentage ofshares held issued share capitalLansdowne Partners 17,609,568 19.5%Pioneer Investments 11,561,646 12.8%Battelle MemorialInstitute 10,442,207 11.6%IP2IPO ManagementLimited 4,957,444 5.5%JP Morgan AssetManagement 3,275,000 3.6%BlackRock 3,223,355 3.6%Henderson GlobalInvestors 2,950,000 3.3%Prof. Malcolm Green 2,825,900 3.1%Supplier Payment PolicyThe <strong>Group</strong>’s policy is to settle terms of payment withsuppliers when agreeing the terms of each transaction, toensure that suppliers are made aware of the terms ofpayment, <strong>and</strong> to abide by the terms of payment. Tradepayables of the <strong>Group</strong> at 31 December <strong>2010</strong> were equivalentto 50 days’ purchases (2009: 32 days’ purchases), based onthe average daily amount invoiced by suppliers during theyear. The Company had trade payables at 31 December <strong>2010</strong>of £nil (2009: £nil).Post Balance Sheet EventOn 25 February 2011, the Company announced the successfulconditional placing of shares to raise £21 million (beforeexpenses). This placing was approved at a General Meeting ofits shareholders on 17th March 2011 <strong>and</strong> the shares wereadmitted to trading on AIM on 18 March 2011.<strong>Annual</strong> General MeetingThe <strong>Annual</strong> General Meeting of the Company will be held atthe Company’s Milton Park premises at 10.45am onWednesday 22 June 2011.Auditors <strong>and</strong> Disclosure of Information to AuditorsEach of the persons who is a Director at the date of approvalof this report confirms that:• so far as the Director is aware, there is no relevant auditinformation of which the Company’s auditors areunaware; <strong>and</strong>8
<strong>Oxford</strong> <strong>Catalysts</strong><strong>Group</strong> <strong>PLC</strong><strong>Annual</strong> <strong>Report</strong><strong>and</strong> <strong>Accounts</strong><strong>2010</strong>• the Director has taken all the steps that he / she oughtto have taken as a Director in order to make himself /herself aware of any relevant audit information <strong>and</strong> toestablish that the Company’s auditors are aware of thatinformation.This confirmation is given <strong>and</strong> should be interpreted inaccordance with the provisions of s418 of the Companies Act2006.PricewaterhouseCoopers LLP have expressed theirwillingness to continue in office as auditors <strong>and</strong> a resolutionto reappoint them will be proposed at the forthcoming<strong>Annual</strong> General Meeting.Approved by the Board <strong>and</strong> signed on its behalf by:Roy LipskiChief Executive12 May 20119
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