Proposed Changes to BenevolentAI’s Board Composition

Regulatory News:

BenevolentAI (or the “Company”) (Euronext Amsterdam: BAI), a leader in applying advanced AI to accelerate biopharma drug discovery, today announces that following extensive discussions with Mr. Kenneth Mulvany, founder and former Chairman of BenevolentAI Limited and a Non-Executive Director of BenevolentAI, several resolutions will be put forward at the Company’s upcoming Annual General Meeting (“AGM”) relating to the future membership of the board of the Company (“the Board”).

Mr. Mulvany has submitted four resolutions to be added to the agenda of BenevolentAI’s AGM in relation to the appointment of Mr. Peter Allen, Mr. Jeremy Sohn, Mr. Ian Nicholson and himself as Non-Executive Directors, as is his right as a significant shareholder in the Company. These resolutions will be added to a revised AGM agenda that will be published and available on the Company’s website (www.benevolent.com/investors/general-meetings/) and at the Company’s registered office for shareholder’s consideration in due course.

Dr. François Nader, Chair of the Board, Dr. Olivier Brandicourt, Dr. Susan Liautaud and Mr. Marcello Damiani, all Non-Executive Directors, will resign as directors of BenevolentAI effective as of the close of the Company’s AGM on 2 May 2024. Dr. Joerg Moeller, Chief Executive Officer, Jean Raby, Senior Independent Director, Prof. Sir Nigel Shadbolt and Dr. John Orloff, both Non-Executive Directors, will all continue in their respective positions on the Board of BenevolentAI.

Subject to their appointment at the AGM, it is proposed that Mr. Allen acts as Chair and Mr. Mulvany acts as Deputy Chair of the Board. Together with the rest of the Board, they will support Chief Executive Dr. Jeorg Moeller and his team on implementing the Company’s strategy. Immediately after the AGM, the Board will integrate the new directors into all committees (Audit, Finance and Risk, Nomination and Governance, Remuneration, and Research and Development) to fill vacant roles left by the resigning directors.

The shareholders entitled to participate and vote at the 2024 AGM will be those who are shareholders on the record date of 18 April 2024 at 24:00 (midnight) CEST.

Dr. François Nader M.D., Chair of BenevolentAI said:

“The Board acknowledges that our dialogue with Mr. Mulvany, our largest shareholder, has resulted in an agreement which we believe is in the best interests of shareholders, and broader stakeholders, and the stability of our operations and creates the potential to establish a governance platform for the future progress and value creation of the business, in the best interest of patients.”