Because

itmatters

Annual Report 2023

Strategic report

1 Highlights

2 At a glance

6 Investment case

7 Chair’s statement

10 CEO’s statement

12 Operational review

14 Market overview

16 Business model

18 Strategy

20 KPIs

24 Stakeholder

engagement

26 Sustainability

38 Financial review

41 Risks

Governance

46 Board of Directors

48 Executive

LeadershipTeam

50 Corporate Governance

Statement

51 Corporate Governance

report

65 Audit, Finance and

RiskCommittee report

68 Nomination

andGovernance

Committeereport

74 Research and

Development

Committee report

76 Remuneration

Committee report

91 Responsibility

statement by the Board

of Directors

Financial statements

92 Independent

auditor’sreport

96 Consolidated statement

of comprehensive

income

97 Consolidated statement

of financial position

98 Consolidated statement

of changes in equity

99 Consolidated statement

of cash flows

100 Notes to the

financialinformation

BenevolentAI (Company)

Annual Accounts

130 Management report

132 Responsibility

statement by the Board

of Directors

133 Independent

auditor’sreport

136 Balance sheet

137 Profit and loss account

138 Notes to the

annualaccounts

Other information

146 Glossary

148 Shareholder

information

Contents

A leader in applying advanced AI

toaccelerate biopharma drug

discovery blending science and

technology with a focus on finding

solutions for complex diseases.

To view our site visit:

www.benevolent.com

Consolidated Management Report

The Consolidated Management Report for the Group

includes the Strategic report and Governance section.

Strategic report

Highlights

Operational highlights Corporate highlights

(including post-period)

Financial highlights

Revenue

£7. 3m

(2022: £10.6m)

primarily reflecting decreased

revenues from the AstraZeneca

collaboration partly offset by the

newMerck collaboration

Normalised operating loss

£72.7m

(2022: £94.6m)

Normalised research and

development (R&D) spend,

(exc. SBP)

£56.5m

(2022: £65.1m)

Reported R&D spend

excluding SBP of

£60.3m

(2022: £65.1 million)

Reported operating loss

£77.6m

(2022: £197.0m)

Cash, cash equivalents

andshort-term deposits

£72.9m

(31 December 2022: £130.2m)

compared with £84.3 million

at30June 2023 (unaudited)

Operating cash outflow

£54.6m

(2022: £67.8m)

before changes to working capital

Signed a major deal with Pharma

partner and progressed own

pipeline assets

• New strategic collaboration signed

with Merck KGaA. The agreement

includes payments to BenevolentAI

of up to $594 million to deliver novel

drug candidates against, initially,

three targets in oncology, neurology

and immunology. In addition to a low

double-digit million-dollar upfront

payment, BenevolentAI could potentially

receive payments on development

and commercial milestones as well

astiered royalties on net sales.

• Lead asset for the treatment of

ulcerative colitis (UC) progressed

into the clinic. As expected, during

the year, the Company initiated a

Phase Ia clinical study for BEN-8744,

an oral phosphodiesterase 10 (PDE10)

inhibitor, with topline data readout

expected Q1 2024.

• Successfully progressed

glioblastoma multiforme (GBM)

asset to IND-ready status. BEN-

28010 is an oral brain-penetrant CHK1

inhibitor for the treatment of GBM

and metastatic brain tumours which

completed regulatory IND-enabling

studies during the year to plan.

• IND-enabling studies ongoing for

amyotrophic lateral sclerosis (ALS)

asset. BEN-34172 is an oral, potent

and selective brain-penetrant RARɑβ

(retinoic acid receptor alpha beta)

selective agonist. Drug substance

manufacturing scale-up was completed

during the period and is expected to be

IND ready by mid-2024.

• No further investment in BEN-2293

for atopic dermatitis (AD). As

announced in May, the Company

confirmed there will be no further

investment in BEN-2293 following its

Phase IIa study results in AD earlier

in the year, where the safety and

tolerability primary endpoints were

successfully met but the efficacy

secondary endpoints were not.

• Completed strategic review. During

the period, the Company completed

a strategic review of operations

to focus the business on its drug

discovery collaborations and five high

potential assets in its proprietary

pipeline as well as exploring a new

expansion opportunity in Knowledge

Exploration tools.

• Knowledge Exploration tools

assessment nearing completion.

During the year initial product

development was substantially

completed alongside user testing.

Current market assessment is

underway with results expected in

early Q2 2024 and will determine if or

how this opportunity fits into the wider

commercial strategy forthe Company.

• Further enhancement and

investment in the Benevolent

Platform

in key areas.

Work continues to expand the

capabilities, offerings and prediction

methodology of the platform to

further assist both our collaboration

partners and our own internal

drugprogrammes.

Continued to strengthen the Board

and Leadership team

• Appointed accomplished R&D

leader, Dr. Joerg Moeller as CEO

and Executive Director, post-

period, in January 2024. Following

the resignation of Joanna Shields

as CEO and Executive Director in

September 2023, Dr. François Nader,

the Non-Executive Chair of the Board,

temporarily assumed the additional

role of Acting CEO from September

2023 until January 2024.

• Significant appointments to the

Leadership team. In September, the

Company appointed Catherine Isted

as Chief Financial Officer and Christina

Busmalis as Chief Revenue Officer.

• Further strengthening of the Board.

Marcello Damiani was also appointed

as an Independent Non-Executive

Director during the year.

Strategic report

1BenevolentAI Annual Report 2023

Option 1

At a glance

Ingestion & Insight Extraction Data Integration &Inference

Structured

Ontologies & Databases etc.

Unstructured (NLP)

Literature, Patents, Trials etc.

Genetics & Omics

sc(RNASeq), Epigenetics etc.

Clinical

Biobank, Partner cohorts etc.

Experimental

ELNs, Assay results etc.

Chemistry

Binding, structural, MoA etc.

Protein Structure

Binding site analysis etc.

Comprehensive foundations reduce bias and

gaps, breaking down therapeutic silos

85+ data sources

By applying proprietary advanced AI tools, in

combination with in-house scientific expertise and wet-

lab facilities, BenevolentAI is well positioned to identify

and accelerate novel drug discovery.

The Company’s business model presents multiple routes

for value creation including discovery collaborations

with pharma companies like AstraZeneca and Merck,

advancing in-house pipelines to inflection points, and

commercialising a suite of knowledge exploration tools.

Headquartered in London, with wet labs in Cambridge

(UK) and an office in New York, BenevolentAI is at the

forefront of reshaping the future of drug discovery and

delivering innovative medicines.

The Benevolent Platform™

A versatile, scalable and robust AI-enabled drug

discovery platform built with expert scientists,

leveraging multimodal data foundations

At BenevolentAI, we serve patients by leveraging our proprietary and

validated Benevolent Platform™ that integrates AI and science to uncover

new biology, predict novel targets and develop first-in-class or best-in-class

drugs for complex diseases.

Data Foundations

(Knowledge Graph)

2 BenevolentAI Annual Report 2023

Strategic report

AI-Driven Drug Discovery

&Development Tools

Proprietary AI technologies applied to

specific DD problems + state of the art

wet lab and scientific capabilities

• Clinical Subtyping

• Mechanism Recommendation

• Target Prediction & Assessment

• In silico led HitID

• In silico led LeadOp

• Biomarker Assessment

• Indication and Drug Repurposing

The Benevolent Platform

integrates technology, processes,

and humans for faster and

higher-quality R&D success

• Technology tailored for discovery with:

• Unique data foundations from multiple

data types curated and purpose-built for

drug discovery

• Explainable AI models that enable

scientists to see rationale for predictions

• Applications across therapeutic areas

andmodalities

• Precision workflows merge the strengths of

AI & data analytics with insights derived from

scientists’ strategic oversight and intuition

• R&D Experts employ the tools to ensure that

deep domain expertise guides every phase

of development

3BenevolentAI Annual Report 2023

Strategic report

At a glance continued

BenevolentAI’s highly differentiated proprietary pipeline

Best-in-class and first-in-class

Programme Indication Target Chemistry &

Lead Opt

Preclinical Phase 1 Phase 2

BEN-8744 Ulcerative

Colitis

PDE10

BEN-28010 Glioblastoma

Multiforme

CHK1

BEN-34712 ALS RARaB

Parkinson’s

Disease

Novel Target

Fibrosis Novel Target

Regular re-evaluation of 10+ BenevolentAI paused programmes and potential new pipeline entries:

• demonstrates utility to find novel insights previously not connect in the literature; and

• develop and advance unique and differentiated molecules.

Validated Benevolent

Platform

Phase Ia topline data readout: Q1 2024

IND-ready: Q4 2023 – completed

IND-ready: Q2 2024

Strategic report

BenevolentAI Annual Report 20234

FDA Approved drug –

provennovelindication

expansion

Identified rapidly through our Platform

• Through our Platform, we identified baricitinib,

a rheumatoid arthritis drug owned by Eli Lilly,

as a potential COVID-19 treatment

• Identified novel biology through our

data/algorithms - previously unknown

antiviral mechanism

• Led to equity investment in BenevolentAI

by Eli Lilly

• Led to FDA emergency use approval in

November 2020 and full approval in May 2022

• Effective COV-BARRIER trial showed baricitinib

reduces mortality by 38% in hospitalised

patients, and by 46% in ventilated or

ECMO patients

Strategic collaborations

Leverages our end-to-end drug discovery

offerings enabled by our Platform – validated

by our collaborations with AstraZeneca and

MerckKGaA

• Validation of Target-ID: Multi-year collaboration

delivering novel targets for complex diseases

• 2019 initial deal and expanded in 2022

• Deal structure of upfront fee, milestone

payments and downstream royalties

• Three therapeutic areas: Chronic Kidney

Disease, Heart Failure & Systemic lupus

erythematosus

See case study

onpage 9

• Validation of novel compound ID: Multi-year

collaboration identifying and developing

innovative small molecule compounds,

through Hit-ID to preclinical stage

• Uses our wet-lab capabilities – initial delivery of

three novel small molecule drug candidates

• Deal signed in September 2023

• Up to $594 million total value, low double-

digit million dollar upfront fee, discovery,

development and commercial milestone

payments and tiered royalties on any net sales

• Three therapeutic areas: oncology,

neurology,immunology

See case study

onpage 9

Strategic report

5BenevolentAI Annual Report 2023

Investment case

Clear, growing market demand

from Biopharma to leverage AI

in drug discovery and increase

probability of success

Leading end-to-end Drug

Discovery offerings, validated

through industry collaborations

with AstraZeneca and Merck

5 6

New expansion opportunity

through suite of Knowledge

Exploration tools thatleverage

bio-specific natural language

processing and large

languagemodels

Pioneer and leader

inAI-augmented drug

discovery, enabled by the

BenevolentPlatform™

Business model offers multiple

routes for revenue generation and

value creation:

End-to-end drug discovery

Preclinical & clinical

development pipeline

Knowledge

Exploration Tools

High potential Preclinical & clinical

development pipeline with

strategic optionality delivering

financial upside; lead asset

BEN-8744 in Phase Ia

BenevolentAI Annual Report 20236

Strategic report

Chair’s statement

Focus on delivering cutting-edge AI driven

drug discovery

We have made significant progress in executing on our

strategic plan and our revenue generating business

model that is driven by the Benevolent Platform™,

despite 2023 being a challenging year and a transition

period for the Company. With continued investment

in our platform we will be able to continue to leverage

it to drive and support our revenue pillars, enabling us

and our partners to deliver life-changing medicines

topatients.

Importantly, in January 2024, we announced the

appointment of Dr. Joerg Moeller as our new CEO.

Joerg’s experience as an outstanding leader with

extensive experience across all stages of R&D and

a strong advocate of AI as a driver of discovery

innovation and effectiveness will be key as we progress

further delivering on our patient-centric revenue

generating strategy.

During the period, we strengthened our leadership

team with the appointment of Catherine Isted as

our Chief Financial Officer and Christina Busmalis

as Chief Revenue Officer, a newly created role, as we

increased our commercial capabilities to maximise the

opportunities derived from the Benevolent Platform™.

A year of

transition

To ensure that we are efficiently and properly resourced

for future growth, we refocused our business following a

strategic review in May 2023 that resulted in an extension

of our cash runway, improvement of our capital efficiency

and operational effectiveness whilst retaining the critical

capabilities needed to drive value creation.

Governance and Board

Our Board remains committed to the principles of good

corporate governance. As a Luxembourg-registered

company that is traded on Euronext Amsterdam, our

corporate governance framework is based on applicable

Luxembourg laws, the Company’s Articles of Association

and its internal regulations, in particular the Rules of the

Board. The Company adopted the Quoted Companies

Alliance (QCA) Corporate Governance Code 2018 (the

“QCA Code”) that provides an appropriate and suitable

governance framework for a group of our size and

complexity. The application of the QCA Code supports

the Company’s long-term success whilst simultaneously

managing risks and provides an underlying framework

of commitment and transparent communications

withstakeholders.

As we look forward, we are

excited for the opportunity

to deliver on our mission

of bringing life-changing

therapies to patients.

Dr. François Nader

Chair

7BenevolentAI Annual Report 2023

Strategic report

Chair’s statement continued

Governance and Board continued

Throughout the year and the beginning of 2024 we

made good progress in strengthening our Board

ensuring we are well-positioned to drive the Company

through its next phase of growth. On the Board, Jean

Raby was appointed as Senior Independent Director,

Dr. John Orloff as Workforce NED and we welcomed the

appointment of Marcello Damiani as an Independent

Non-Executive Director. Dr. Jackie Hunter retired from

the Board as a Non-Executive Director having served

on the Board of the Company and its predecessors

since 2016.

After five years as CEO and Executive Board Director,

Joanna Shields stepped down from both roles in

September 2023 and I assumed the role of Acting

CEO while maintaining my Chair of the Board role and

responsibilities in order to provide the Company with

continuity whilst the search process was underway. In

January 2024, following the appointment of Dr. Joerg

Moeller as CEO and Executive Director, I reverted to

my position of Independent Non-Executive Chair of

the Board.

The Board recognises the benefits that diversity

brings and the importance of having a balance of

perspectives, insights and challenge. Consequently,

the Board approved its Diversity Policy in March 2023.

The Board also recognises the importance of providing

new Directors with a thorough induction and ensuring

that Directors’ skills and knowledge are refreshed and

updated regularly, given the dynamic business and

regulatory environment in which the Company operates.

Consequently, the Board developed acomprehensive

induction and annual Board training and development

programme during the year.

A formal and rigorous evaluation of the effectiveness

of the Board, its committees, the Chair and individual

Directors is now undertaken on an annual basis. The 2023

evaluation was internally facilitated and concluded that

the Board and its committees continue to be effective,

all Directors continue to make valuable contributions

based on experience and knowledge, demonstrate

considerable commitment and time to their roles and the

Non‑ExecutiveDirectors provide constructivechallenge.

Further information on governance during the year,

including ESG, can be found in the Sustainability report

and the Governance report.

Building a sustainable business for our

employees, partners and patients

At BenevolentAI we serve patients by leveraging our

proprietary and validated Benevolent Platform™ that

integrates AI and science to uncover new biology, predict

novel targets and develop first‑in‑class or best‑in‑class

drugs for complex diseases. We are committed to

upholding our values and this includes a responsible and

sustainable approach to our business and enhancing

our platform, advancing our pipeline, supporting our

partners, investing in our people and communities

and reducing our impact on the planet and governing

ouroperations.

We aim to build and empower a diverse and inclusive

workforce to find innovative solutions that benefit our

business our partners and the patients we serve. Our

goal is to contribute positively to society by pushing

the boundaries of technology and science to address

significant unmet medical needs by developing new

medicines for a broad range of undertreated diseases.

We are proud of the progress we have made this year

and remain committed to continuous innovation and

excellence in science and technology.

8 BenevolentAI Annual Report 2023

Strategic report

Strategic collaboration

withMerckKGaA

Leverages end-to-end Drug Discovery

capabilities including our wet lab facility

inCambridge (UK)

Identify and develop innovative small molecule

compounds, through Hit Identification to

preclinical stage

Initial delivery of three novel small molecule

drugcandidates

Case study: Partnerships

End-to End Drug Discovery

Commitment to deliver on our mission of

uniting science and technology to serve

patients with complex diseases

With clarity on our strategic focus geared towards

value creation and with our revenue pillars providing

a business model that is driven by the Benevolent

Platform™, we have an engaging vision for a successful,

sustainable and long-term future for the Company as

one of the leaders in AI driven drug discovery. Applying

advanced AI to accelerate biopharma drug discovery

is increasingly becoming accepted and validated with

long-term structural trends supporting its growth and

I believe we are well placed to benefit from this trend

for future success. As we look forward, we are excited for

the opportunity to deliver on our mission of bringing

life-changing therapies to patients.

Along with the rest of the Board I am looking forward

to working with Dr. Joerg Moeller, our new CEO. Under

Joerg’s leadership, our focus will remain on continuing

to invest in our platform to leverage revenue generation

and commercial focus, improving our operational

effectiveness, and fostering a culture of excellence

andinnovation.

I am grateful to all our stakeholders for their support

during this turnaround period for the Company and,

along with the rest of the Board and the Leadership

Team, remain committed to fulfilling our mission and

value creation.

Dr. François Nader

Chair

19 March 2024

Therapeutic areas

Oncology Neurology Immunology

Financial terms

• Up to $594 million of total value, including:

• Low double-digit million dollar

upfront payment

• Discovery, development and

commercialmilestones

• Tiered royalties on net sales of any

commercialised products

9BenevolentAI Annual Report 2023

Strategic report

CEO’s statement

Focused on

delivering

cutting edge

AI-driven drug

discovery

I am excited by the opportunity to lead BenevolentAI as

its new CEO and, with the opportunities ahead of us, to

further capitalise on our platform, pipeline and research

capabilities in order to strengthen the Company’s

market position with an increased commercial focus.

Fostering a culture of excellence, innovation and diversity

is something I am passionate about, and since joining

the Company I am ever more convinced of the potential

of the Benevolent Platform™ and our AI-enabled drug

discovery offerings, pipeline and the potential that we

have to drive value creation.

Despite 2023 being a transition period for the Company,

BenevolentAI achieved a number of key milestones

including a significant collaboration signed with Merck

KGaA. With a clear business model and strategic focus to

generate revenue and growth driven by the Benevolent

Platform™, we are well-placed to deliver on our strategic

priorities going forward.

Delivering on our strategic plan

Commercial and platform validation

Signing a new strategic collaboration with Merck KGaA

was an important milestone for the Company and one

that has significant medium‑term revenue potential.

Thiscollaboration also provides continued validation both

commercially and for our platform and demonstrates

the breadth of our end-to-end drug discovery offerings

and capabilities. Further collaborations are critical to

the future success of the business, and we will look to

expand on our current partnerships during the course

of the year.

Innovation and further platform validation

Given my background in R&D and being a strong

advocate of the application of AI to drug discovery

driving innovation and efficiency, of particular interest

is the Company’s lead asset. BEN-8744 is an oral PDE10

inhibitor for the treatment of ulcerative colitis (UC)

targeting patients with moderate to severe disease.

BEN-8744 progressed into a Phase Ia clinical study in

August 2023 and top-line data is expected in Q1 2024.

The success of this asset is particularly important for

the Company, as its discovery validates the ability of

the Benevolent Platform™ to identify novel targets for

evaluation. By generating hypotheses at the Target

Identification stage, the platform identified PDE10 as

an entirely novel target for the treatment of UC, with no

previously known link established between PDE10 and

UC. The target was subsequently validated ex-vivo, with

BenevolentAI’s molecular design expertise enabling

rapid lead optimisation. BEN-8744 was nominated as

a candidate in September 2021, only two years after

programmeinitiation.

I am ever more convinced

of the potential of the

Benevolent Platform™

and our AI enabled drug

discovery offerings, pipeline

and the potential that we

have to drive value creation.

Dr. Joerg Moeller

Chief Executive Officer

10 BenevolentAI Annual Report 2023

Strategic report

The BEN‑8744 Phase Ia study is in healthy volunteer

safety and tolerability study. This asset has a novel

therapeutic approach and is a potential first‑in‑class

peripherally restricted small molecule for the treatment

of UC with the potential for meaningful differentiation

from existing immunosuppressive standard-of-care

treatments, through disease‑modifying efficacy. In line

with our strategy, it has always been the Company’s

intention to out-license or partner this asset with this

being done at the optimal value creation inflection point.

Assessing a potential new expansion opportunity

The expansion opportunity of our new customisable

SaaS products and suite of Knowledge Exploration Tools

substantially completed initial product development

during the year. As with any potential new product

launch, it is essential that a thorough and current market

assessment is completed for any go-to-market plan to

be successful. As such, a market assessment is underway.

The results of this will be complete in early Q2 2024 and

will determine how this opportunity fits into the wider

commercial strategy for the Company.

Outlook

Our priority for 2024 is to focus on delivering cutting

edge AI-driven drug discovery capabilities and revenues

leveraging the Benevolent Platform™. Importantly,

we will also strive to increase operational effectiveness

and have greater commercial focus whilst prioritising

successful delivery of the project plans for our existing

strategic collaborations, advance our internal pipeline

and generate value creation through an aggressive

commercial strategy. While we are currently excited as

we wait for the top line data readout of our lead asset

BEN-8744 in Q1 2024, we are committed to adding at

least one new collaboration, as well as out license at least

one of our proprietary assets, during the course of the

year. I look forward to leading the Company and working

with the excellent team we have here at BenevolentAI to

execute on the next stage of growth and value creation

for shareholders, whilst delivering on our mission of

developing life-changing medicines for patients.

Dr. Joerg Moeller

Chief Executive Officer

19 March 2024

11BenevolentAI Annual Report 2023

Strategic report

Operational review

Signed major deal with Pharma

partner and progressed own

pipeline assets

Overview

During 2023, the Company undertook a strategic review

of its operations to right-size the business, focus on its

drug discovery collaborations and five high potential

assets from its proprietary pipeline, as well as to explore

a new expansion opportunity in knowledge exploration

tools, all of which are driven from and enabled through

the Benevolent Platform™.

The Company also continued to invest in further

enhancement of the Benevolent Platform™ to further

expand its capabilities, strengthened the leadership

team and brought in Dr. Joerg Moeller as the Company’s

new CEO post period end.

End-to-end drug discovery collaborations

End-to-end collaborations utilise the Company’s

capabilities and the Benevolent Platform™ to enable

novel discoveries throughout the drug discovery

process. The Company receives upfront payments,

milestones, and royalties from collaborations. In 2023,

the collaboration with AstraZeneca continued and a new

strategic collaboration was signed with Merck KGaA.

Merck: New strategic collaboration in identification

and development of novel compounds

In September, a new collaboration with Merck KGaA

was signed utilising BenevolentAI’s end-to-end platform

capabilities to deliver novel drug candidates, initially for

three targets in oncology, neurology and immunology.

The Company will identify and develop innovative

compounds, through Hit Identification to preclinical

stage. The agreement includes payments to

BenevolentAI of up to $594 million, consisting of a

low double-digit million dollar upfront payment on

signing and then potentially discovery, development

and commercial milestones. Tiered royalties will also be

payable on net sales of any commercialised products.

AstraZeneca: Target Identification collaboration

The multi‑year Target Identification collaboration with

AstraZeneca has been the main revenue generator

for the Company before and post-listing. From the

initial collaboration signed in 2019, AstraZeneca is now

focusing on the chronic kidney disease indication and

is progressing one of the targets within this area. The

collaboration with AstraZeneca was expanded in 2022

to include target identification within heart failure and

systemic lupus erythematosus (SLE), with progress being

made towards further target selection within these

indications. Each novel target selected by AstraZeneca

has the potential to generate significant milestones and

royalties for BenevolentAI.

Clinical and preclinical pipeline

In April, the Company announced top-line Phase IIa

study results for its topical pan‑Trk inhibitor, BEN‑2293,

in mild‑ to‑moderate AD. The study successfully met its

primary endpoint with BEN-2293 found to be safe and

well tolerated. Secondary efficacy endpoints, to reduce

itch and inflammation, were not achieved. Subsequently,

in May the Company confirmed there would be no

additional spend on this asset.

Following a strategic review of the pipeline, in May

2023, the Company confirmed that five most advanced

and high-potential clinical and preclinical assets

are being progressed to their next value inflection

point. Allthese programmes are either first‑in‑class

or best-in-class assets providing novel therapeutic

opportunities and all have been developed by leveraging

BenevolentAI’s platform.

In August, the Company initiated a Phase Ia study for

its lead asset, BEN-8744, an oral phosphodiesterase 10

(PDE10) inhibitor intended for the treatment of UC. This

asset has a novel therapeutic approach and is a potential

first‑in‑class peripherally restricted small molecule for

the treatment of UC with the potential for meaningful

differentiation from existing immunosuppressive

standard-of-care treatments, through disease-modifying

efficacy. The topline data readout from this study is

expected in Q1 2024.

BEN-28010 is an oral brain penetrant CHK1 inhibitor

under development as a potential first‑in‑class CNS

penetrant drug for GBM and metastatic brain tumours

with the potential for meaningful differentiation in

efficacy in patients resistant to chemotherapeutic

standard of care agents and the potential to be used in

combination therapy approaches. During the period,

the Company made further progress with BEN-28010’s

preclinical development, having successfully completed

all IND-enabling studies in line with the timelines the

Company had previously flagged.

12 BenevolentAI Annual Report 2023

Strategic report

In June, the Company announced the progression of

BEN-34712, a preclinical candidate for the potential

treatment of ALS, into IND-enabling studies. BEN-34712

is an oral, potent and selective brain penetrant RARɑβ

(retinoic acid receptor alpha beta) selective agonist

under development as a potential best-in-class

treatment for ALS. BEN‑34712 isexpected to be

IND-ready by Q2 2024.

The Company has also prioritised two earlier‑stage

assets: one in Parkinson’s disease and another in fibrosis

(neurodegenerative and immunological diseases). Both

are currently in the chemistry lead optimisation stage.

The Parkinson’s disease asset is a potential first‑in‑class

CNS penetrant drug with neuroprotective activity and

the fibrosis asset is a first‑in‑class approach to targeting

an underlying mechanisms of fibrotic diseases.

Additionally, post the strategic review of the pipeline in

the summer of 2023, the Company has in excess of ten

programmes that have been paused. The Company

conducts regular re-evaluation of these programmes

aswell as assessing potential new portfolio entries.

Knowledge Exploration Tools

The Knowledge Exploration Tools pillar is a potential new

expansion opportunity developing customisable SaaS

products that seek to enable scientists to make higher-

confidence decisions and improve R&D productivity.

Initial product development was substantially completed

during the year alongside user testing with potential

customers and partners. A current market assessment is

underway and the results will be completed in early Q2

2024 which will determine if or how this opportunity fits

into the Company’s wider commercial strategy.

The Benevolent Platform™

The Benevolent Platform

delivers novel insights

from public, proprietary and inferred knowledge

across multiple therapeutic areas. The unique data

foundations come from more than 85 data types curated

and purpose-built for drug discovery. During the year,

BenevolentAI continued to enhance the platform in key

areas such as target identification offerings, adding new

data through the single-cell analysis pipeline, updating

our disease approach to use patient data derived

mechanisms. We also developed a new way of predicting

and explaining the rationale behind target predictions

building on our expertise in large language models

(LLMs); enabling better use of multimodal data as part

of model predictions, and improved explainability of the

evidence and rationale supporting target predictions,

which is key for scientists. All of these developments

continue to further enhance the Benevolent Platform™

to help identify novel targets and compounds for

both our own priority pipeline and also that of our

collaboration partners.

Corporate and organisational developments

During the year new appointments were made across

the Board and the Leadership Team adding further

expertise to ensure that the Company’s leadership is

wellpositioned to drive the next phase of growth.

In September, Joanna Shields stepped down as CEO and

Executive Director and Dr. François Nader assumed the

role of Acting CEO in addition to his role as Chair. Post-

period end, in January 2024, the Company welcomed

the appointment of Dr. Joerg Moeller as CEO and

Executive Director and Dr. François Nader reverted to

his position of Independent Non-Executive Chair of the

Board. Dr.Joerg Moeller, MD, PhD, brings a wealth of

experience to BenevolentAI. During his career, he has led

global R&D organisations, initiated several drug discovery

collaborations with AI platform companies, served as

EVP, Head of Global Research and Development and

Member of the Global Leadership Team of LEO Pharma

A/S. He also previously served at Bayer AG for over 20

years where he held various executive roles culminating

in his appointment as EVP, Head of Pharmaceuticals

Research and Development and Member of the

Executive Committee of the Pharmaceuticals

Division of Bayer.

Other changes to the Board included welcoming Marcello

Damiani to the Company in May as a new Independent

Non-Executive Director and in June the retirement of

Dr.Jackie Hunter as a Non‑Executive Director.

In September the Leadership Team was strengthened

by two new appointments: Catherine Isted joined as our

Chief Financial Officer and Christina Busmalis joined

as our new Chief Revenue Officer, as we establish and

execute our patient-centric revenue generation strategy

across all BenevolentAI’s pillars.

Organisationally, following the strategic review in May,

the Company’s headcount was reduced by circa. 30%,

to 248 employees by year end, including headcount

retained for the Merck collaboration. Importantly the

business preserved key skills, expertise and capabilities

so as not to impact future revenue generation. This,

along with other select reductions in spend, reduced

the Company’s cash burn by around 40%, extending

the cash runway to at least mid-2025, before taking

into consideration any unsigned revenue such as that

from out-licensing assets, end-to-end collaborations or

knowledge exploration tools.

13BenevolentAI Annual Report 2023

Strategic report

Innovation to increase efficiency remains key in

healthcare broadly. AI‑powered efficiencies have already

started to make a positive impact at different stages of

the drug development process and AI is becoming an

accepted and validated approach to drug discovery with

long-term structural trends supporting the growth.

Artificial intelligence in drug development is an area

where to date there has been success from a time and

cost perspective in discovery up to preclinical stages.

Drugs developed through AI approaches are entering

the clinic and it will be this critical test where these drugs

will also deliver proof on the key benefit of improving

on standard of care and/or increasing the probability

of success. Whilst time and cost savings are helpful,

modelling shows it will be improvements in probability

of success in the clinic that delivers the biggest impact

from AI in drug discovery and a step change in the

economics of R&D.

Market overview

1. phrma.org and Harrison (2016).

2. https://bmcmedicine.biomedcentral.com/articles/10.1186/

s12916-015-0494-1.

3. Novasecta Ltd.

Source: Nature Reviews Drug Discovery 15 Dec 2016.

By using the Benevolent Platform™, we aim to improve

efficiencies from a time and cost perspective but also

improve the probability of success for developing

medicines as they progress through the clinic as well as

demonstrating the generation of truly novel candidates

that will take longer to validate.

Overview of current drug discovery limitations

Drug discovery and development is characteristically

slow and risky. 96% of new drug programmes and over

half of Phase II/III clinical trials end in failure and, of those

that succeed, an average investment of $2.6billion is

required to bring a drug through R&D to the market –

aprocess that takes on average ten years

. Even when

a new drug does make it to market, it is likely to be

ineffective for 50% to 70% of patients

. Many companies

currently rely on just one data type for their drug

discovery predictions, using, for example, only imaging

or publicly available gene expression databases. As

a consequence and also due to the siloed nature of

pharmaceutical R&D where teams focus on a specific

indication their data may not reflect the underlying

diversity or connections within disease. For complex

multifactorial disorders, such as autoimmune conditions

and central nervous system disorders, the underlying

mechanisms of disease remain poorly understood,

despite the exponential growth of biomedical research

and over $160 billion of investment per year is being

spent on drug research and development worldwide

6% Commercial

52% Efficacy

3% Operational

24% Safety

15% Strategy

Figure 1: Reason underlying failure

Worldwide Prescription Drug Sales 2012-2028:

Actual& Growth

US$ (billion)

1,600

1,400

1,200

1,000

800

600

400

200

+18

+16

+14

+12

+10

-2

-4

Growth (%)

Source: Evaluate Ltd.

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Market overview

Despite complexities facing the global pharmaceutical sector on what kind of assets to

develop or acquire and multiple legislative, regulatory and commercial unknowns, the

sector’s near-term growth trajectory is still forecast to grow at a compounded annual rate

of 5.9% from 2022 to 2028, reaching almost $1.6trillion.

14 BenevolentAI Annual Report 2023

Strategic report

An article in Nature Reviews Drug Discovery from

2016 highlights the core of the challenge. Reviewing

the reported causes of drug candidate attrition by

clinical development phase and by therapeutic area

for the period 2013−2015 revealed that there were 218

reported failures between Phase II (including phase I/

II) and submission. Of these failures, 174 had stated

the reason for the failure and these were used in the

subsequent analysis.

A number of changes in the frequency of reasons for

termination of Phase II and Phase III clinical trials over

the past seven years were noted. Efficacy was still the

greatest reason for failure, but the hope expressed at

the time was that this can change as trial populations

are increasingly stratified using efficacy biomarkers

and understanding of disease biology and target

selection improve.

The potential of AI in drug discovery

Over the past decade, the field of artificial intelligence

has progressed enormously with major advances in

machine learning, neural networks, deep learning,

generative AI and other areas. The potential to apply AI

techniques to accelerate and improve drug discovery

has gathered growing interest from the pharmaceutical

industry, tech companies and funders of biomedical

research. AI has the potential to change the economics of

innovation, allowing new medicines to be discovered for

a much wider set of conditions and patient segments.

Computational biology is not new to pharmaceutical

R&D but the emergence of AI drug discovery companies

has been driven by a number of key drivers:

• increase and expansion of computational power;

• increase in the number of pharmaceutically relevant

databases that are amenable to quantitative

analysis; and

• increase in the use and capabilities of machine learning.

This approach enables AI drug discovery companies

to engage with pharmaceutical companies with their

offerings into therapeutic areas of interest whilst

offering different potential benefits and with the goal to

improve the traditional drug discovery and development

process (by reducing costs, timelines and improving

the probability of success) but not to re-invent it in

a new form.

However, AI in drug discovery is not a zero sum game

and not one AI approach will solve all problems in

different parts of the R&D process. We are seeing that

some pharmaceutical companies are building certain AI

capabilities themselves while others are now partnering

with multiple companies taking a broader approach to

what works in certain use cases.

Critically, we must not underestimate the importance

of human expertise. Combining AI’s pattern recognition

with human expertise is where the best results will be.

Source: Nature Reviews Drug Discovery 15 Dec 2016.

10% Commercial

55% Efficacy

7% Operational

14% Safety

14% Strategy

Figure 3: Reason for failure in Phase 3

Source: Nature Reviews Drug Discovery 15 Dec 2016.

3% Commercial

48% Efficacy

3% Operational

25% Safety

21% Strategy

Figure 2: Reason for failure in Phase 2

15BenevolentAI Annual Report 2023

Strategic report

Business model

New expansion

opportunities

The Benevolent Platform™ drives

our three revenue streams

Established

business

Preclinical

and clinical

development

pipeline

Platform generated

assets

• Five high potential assets

• Potentially first-in-class

or best-in-class assets

providing novel therapeutic

opportunities

• Progressing assets to

significant inflection points

Knowledge

Exploration

Tools

New customisable

SaaS products

• Suite of AI products that

surface data, perform

analysis, and give scientific

recommendations

• BenAI-Q and BenAI

Research Assistant

products enabling

enhanced decision making

• Building from our

coretechnologies to

develop innovative ways

toserve customers

andtheir scientists

End-to-end drug

discovery

Drug discovery offerings

• Platform enables novel

discoveries throughout the

drug discovery process

• Continuing to expand

on our industry-leading

collaborations

• Validated by collaborations

with AstraZeneca and Merck

See Operational review

onpage 12

See Our pipeline

onpage28

See Market overview

onpage 14

High value

collaborations

Upfront payments +

milestones + royalties

Mid to long-term

valuecreation

Upfront fees +

milestones + royalties

Highly scalable,

recurring revenue

Fees for setup,

platformlicences

andseats + ongoing

support services

16 BenevolentAI Annual Report 2023

Strategic report

17BenevolentAI Annual Report 2023

Strategy

Our mission as an

AI augmented drug

discovery company

is to unite science

and technology to

serve patients with

complex diseases

“Because it matters”

Delivering on our

strategic plan

Delivering on our strategic plan to maintain our

position as one of the leaders in applying advanced

AI to accelerate biopharma drug discovery.

Our strategic priorities are designed to create

sustainable long-term growth.

Preclinical

and clinical

development

pipeline

Pipeline assets

• BEN-8744 for ulcerative colitis

in a Phase Ia clinical trial in

August 2023, with topline data

readout expected in Q1 2024

• BEN-28010 for GBM completed

IND-enabling studies

• BEN-34712 for ALS in

IND-enabling studies

2024 priorities:

• Deliver BEN-8744 topline

results in Q1

• Complete BEN-34712 IND-

enabling packages by Q2

• Progress early discovery

pipeline assets

• Out-license one pipeline asset

End-to-end drug

discovery

collaboration

• New multi-year, tech-enabled

collaboration

• Commercial validation

of our end-to-end Drug

Discovery platform

• BenevolentAI to

identify and develop

innovative compounds

2024 priorities:

• Continued focus on

delivering the project plan for

AstraZeneca and Merck

• Sign a new collaboration

agreement similar to

AstraZeneca or Merck

See Business model

onpage 16

See Our pipeline

onpage28

1: 2:

18 BenevolentAI Annual Report 2023

Strategic report

Business

operations

Leadership

• Dr. Joerg Moeller appointed

CEO (post-period, Jan’24)

• Catherine Isted appointed

asChief Financial Officer

• Christina Busmalis appointed

as Chief Revenue Officer

Operational

• Strategic review led to cash

runway extension to at

least mid-2025

2024 priorities:

• Significant emphasis on

operational effectiveness and

agreater commercial focus

Knowledge

Exploration

New Knowledge

Exploration tools

• Initial product development

substantially completed

alongside user testing

• Further market

assessment underway

2024 priorities:

• Complete further market

assessment to determine

strategic priority

See Operational review

onpage 12

See Board of Directors

onpage 46

3: 4:

19BenevolentAI Annual Report 2023

Strategic report

Financial KPIs

Revenue (£m)

2023

7.3

2022

10.6

KPIs

Measuring our

performance

The Group uses a range of financial

and non-financial KPIs to measure

strategicperformance.

Cash, cash equivalents

and short term deposits

at year end (£m)

2023

72.9

2022

130.2

Why it is a KPI:

Availability of sufficient liquidity

is important for funding

BenevolentAI’s strategy, R&D

investment in our pipeline and

development assets, as well as

investment to drive innovation

across the BenevolentAI Platform

2023 performance:

A strategic review in May resulted

in an extension of the cash runway

to at least mid‑2025. This is before

any future unsigned revenue and

with a reduction in cash burn by

around 40%.

Why it is a KPI:

Revenue, being a statutory

performance measure, is a KPI as

it drives cash generation. The KPI

is the total of revenues generated

by the Company’s business model

that comprises:

• monetising the Company’s

platform through commercial

end-to-end drug discovery

collaborations;

• developing the Company’s own

pipeline of wholly owned assets

with the aim of out-licensing

or partnering assets at certain

inflection points; and

• a new expansion opportunity

of Knowledge Exploration

Tools that is currently being

assessed for the current

commercial opportunity and

user testing is underweight

withpotentialcustomers.

2023 performance:

The Group’s revenues have

decreased from £10.6 million to £7.3

million. The decrease in revenue is

primarily reflecting the decreased

revenuesfrom the AstraZeneca

collaboration partly offset by

thenew Merckcollaboration.

20 BenevolentAI Annual Report 2023

Strategic report

Non-financial KPIs

Pipeline progression

performance measures

Next inflection point

2023

Why is it a KPI:

Successful progression of our

pipeline is key to creating long-

term value. Our pipeline assets

are highly differentiated and a

mix of potentially first‑in‑class

andbest‑in‑class.

Following a strategic review

of the Company’s pipeline, in

May, the Company confirmed

five of its most advanced and

high-potential clinical and

preclinical assets originated by the

Benevolent™ Platform are being

progressed to their appropriate

value inflection points. In excess

of ten programmes were paused

and the Company makes regular

re-evaluation of these programmes

as well as assessing potential new

portfolio entries. The Company will

aim to out-license assets at given

inflection points.

2023 performance:

In April, the Company announced

top-line Phase IIa study results

for its topical pan‑Trk inhibitor,

BEN-2293, in mild-to-moderate

AD. The study successfully met its

primary endpoint with BEN-2293

found to be safe and well tolerated.

Secondary efficacy endpoints, to

reduce itch and inflammation,

were not achieved. Based on these

results, the Company decided to

stop any further investment on

this asset.

In August, our lead asset, BEN-

8744, an oral phosphodiesterase 10

(PDE10) inhibitor for the treatment

of UC progressed into a Phase Ia

clinical study.

During the period the Company

made further progress with BEN-

28010’s preclinical development,

having successfully completed all

IND-enabling studies in line with

stated timelines, the asset was

IND‑ready by Q4. This is an oral

brain penetrant CHK1 inhibitor

for the treatment of GBM and

metastatic brain tumours.

Progressed BEN-34712, an oral,

potent and selective brain

penetrant RARɑβ (retinoic acid

receptor alpha beta) selective

agonist fortreatment of ALS

intoIND‑enabling studies.

Partners/Collaborations

Collaborations signed

intheyear

2023

2022

Why is it a KPI:

Collaborations are key to

generating near and longer-term

revenue as well as validation of

our Platform.

2023 performance:

Through our end‑to‑end drug

discovery offerings we continued

to focus on the delivery of

the successful AstraZeneca

partnership and signed a new

strategic collaboration with

MerckinSeptember.

21BenevolentAI Annual Report 2023

Strategic report

Non-financial KPIs continued

KPIs continued

P e o p l e

Staff attrition (%)

2023

18.2

2022

15.7

Why is it a KPI:

At BenevolentAI, we are highly

dependent on the capabilities,

creativity and motivation of our

employees for our future growth

and success. We operate in an

extremely complex domain, and

therefore losing highly trained

employees can have a negative

effect on our delivery, particularly

when these people are deemed

critical talent.

2023 performance:

Following the strategic review in

May, the Company considered

its cost base and organisational

structure and reduced its

headcount by c.30% with 248

employees by year end. Expectedly

in a period of change, this resulted

in an overall increase for 2023 in

voluntary turnover rate compared

to 2022 (excluding the impact of

the strategic review). Following

the collective consultation

process, it was a key priority to

re‑build the culture andemployee

engagement of theorganisation

and plans were put in place to

achieve this.

Why is it a KPI:

We continue to invest and enhance our Platform that drives our revenue

streams and, to ensure we maintain our leading position as one of the

leaders in AI-driven drug discovery.

2023 performance:

During 2023 the Platform continued to deliver and support the

Company’s partnerships and collaborations. We continued to further

enhance the Benevolent Platform

in key areas such as target

identification offerings, adding new data through the single‑cell analysis

pipeline, updating our disease approach to use patient data derived

mechanisms, and improving our core benchmarking dataset using

the clinical outcomes dataset. A new state-of-the-art target prediction

methodology was also introduced, which continues to enhance the

previous target prediction fleet and target explanations.

The Knowledge Exploration Tools pillar is a potential new expansion

opportunity developing customisable SaaS products that look seek to

enable scientists to make higher‑confidence decisions and improve

R&Dproductivity.

Initial product development was substantially completed during the year

alongside user testing with potential customers and partners. Current

market assessment is underway to determine if or how this opportunity

fits into the Company’s the wider commercial strategy for the Company.

Benevolent Platform™

22 BenevolentAI Annual Report 2023

Strategic report

BenevolentAI Annual Report 2023 23

Stakeholder engagement

Employees

Our people believe in the purpose of the

Company and share its vision. Effective

engagement aligns employees with the

Company’s strong culture and core values.

Why they are important to the Company

Our people are fundamental to our success

and future growth. We need to acquire,

retain and develop a talented and diverse

workforce in a competitive environment.

It is vital that we maintain our culture and

align employees with our purpose.

Why the Company is importanttothem

The Company has a diverse workforce

and that is recognised as a key asset of

the business. It is important to continue

our goal to build an inclusive, supportive

and engaging workplace that enables

employees to collaborate, innovate and

thrive.

How we engaged

• We encourage a culture of open

communication through a range of

two-way mediums including monthly

All Hands, regular social events

such as quizzes and themed social

events, newsletters and other digital

communications and providing internal

training. We also run regular diversity

and inclusion events.

• The Board appointed Dr. John Orloff to

the role of designated Non-Executive

Director for employee engagement

(Workforce NED) in March 2023.

Further information on the employee

engagement activities of the Workforce

NED and how the Board monitors culture

can be found on pages 59 to 61.

Outcomes of engagement

• Innovation.

• Employee engagement.

• Learning & development.

• Purpose and culture.

• Diversity and inclusion.

• Workplace safety and wellbeing.

Shareholders

Engagement with the Company’s

shareholders is key to its success, and

effective communication with shareholders

is an important part of the Board’s

responsibilities as well as evaluating the

effectiveness of shareholder engagement

that is monitored for effectiveness for all

our shareholders.

Why they are important totheCompany

The support of our shareholders is an

important factor in the success of the

growth and sustainability of our business.

Why the Company is importanttothem

Our shareholders want to generate a

positive long-term return from their

investment. Our shareholders want to

understand our long-term strategy and

how we plan to sustain value creation,

together with shorter-term plans

and communication of our progress.

Transparent communication as set out

below and good corporate governance is

also important to shareholders.

How we engaged

• Regulatory announcements

andpress releases.

• Investor roadshows/meetings.

• Annual Report and Accounts.

• Annual General Meeting; we encourage

all shareholders to attend, providing a

forum and time for shareholders to meet

the Board, asking questions at the AGM

or submitting them beforehand.

• Company website.

• Conferences.

• Analyst briefing, research meetings

and events.

• Dedicated investor email address,

investors@benevolentai.com.

• The CEO, Co-Founder, CFO and VP

Investor Relations, communicate

regularly with our shareholders,

and ensure that their views are

communicated back to the Board.

Outcomes of engagement

• The Company’s shareholders play an

important role in the governance of

the Company by ensuring their views

are brought into Board discussions

andconsidered in decision making.

Patients

Our mission is to unite science and

technology to serve patients with

complexdiseases.

Why they are important totheCompany

Patients are at the heart of what we do.

We were founded to harness the power of

the vast and growing corpus of biomedical

data to understand the underlying cause

of disease that ultimately leads to more

effective drugs for patients in need.

Why the Company is importanttothem

Too many patients are suffering from

untreated or poorly treated diseases.

Weput patients first, and use our Platform

and expertise to expand the search for new

treatments and increasing the probability

of success.

How we engaged

• We seek to address the needs of patients

by maintaining an in-depth appreciation

of clinical innovation, as well as

understand the respective therapeutic

needs. The CSO consults with key

clinical opinion leaders, patient advocacy

companies and regulatory experts.

The R&D Committee also brings broad

strategic perspective and expertise.

TheCSO regularly updates the Board

onthe results of such consultations.

Outcomes of engagement

• Ethical and effective design of clinical

studies and protocols.

• Medicines that meaningfully improve

apatient’s life.

• Medicines that are valuable to society

and patients alike.

BenevolentAI’s mission as an AI augmented

drug discovery company is to unite science

and technology to serve patients with

complex diseases.

Our purpose has always centred on having a positive

impact on society, and we are committed to running

our business in a sustainable and ethical way. For more

details on the Company’s approach to sustainability,

please see pages 26 to 37 of this report.

24 BenevolentAI Annual Report 2023

Strategic report

Partners and

collaborators

We partner with leading pharmaceutical

and biotech companies to tackle

therapeutic challenges from new angles

and develop novel drugs for complex

diseases, and with non-commercial

collaborators to broaden our positive

societal impact.

Why they are important totheCompany

Commercial collaborations provide revenue,

further validate our platform and ultimately

our goal to deliver maximum impact

to patients. Academic collaborations

allow us to access the best science and

stimulate innovation, and non-commercial

collaborations put our platform to good

usefor wider societal benefit.

Why the Company is importanttothem

Our versatile platform enables us to work

with leading biopharma partners in any

given disease area and drug modality

to help them rapidly identify novel

therapeutics. Non-commercial collaborators

benefit from using the Benevolent

Platform™ to enhance research and impact

to patients in areas of urgent unmet need.

How we engaged

• We maintain strategic collaborations

with AstraZeneca and Merck KGaA and

a non-commercial collaboration with

the DNDi.

Outcomes of engagement

• Novel targets.

• Continuous enhancement

ofourplatform.

• Potential targets for DNDi.

• Differentiated positioning in AI-enabled

drug discovery industry.

• Broad innovation.

Communities

Our communities include those who live

and work in areas where we operate –

andsociety as a whole.

Why they are important totheCompany

We need to develop positive local

relationships and understand local

people’sneeds in order to attract talent

anddeliver our goals.

Why the Company is importanttothem

We want to help our communities thrive.

How we engaged

• The Company offers coaching

programmes and office space to

localcharities for training purposes.

Outcomes of engagement

• Two-way coaching with young adults

from under represented backgrounds

and supporting/developing coaching

andleadership skills.

• Fostering employee engagement with

local organisations and charities by

creating opportunities for employees

to learn about their work and

potentially engage with them through

paid volunteering days offered by

the Company.

Suppliers and

vendors

Our suppliers and vendors include those

who have a direct working or contractual

relationship or share a mutual interest

with us. This includes our service and data

providers, contract research organisations,

and general business providers.

Why they are important totheCompany

Their vital contributions to our business

range from providing products, raw

materials, services and advice.

Why the Company is importanttothem

Through effective collaboration, we aim

to build long-term relationships with our

suppliers so that both parties benefit – we

have relationships with contract research

organisations, regular supplier meetings

and business reviews.

How we engaged

• The Company has ongoing multi-year

relationships with several data providers.

• We choose the best CROs for our

programmes and build relationships

between parties.

Outcomes of engagement

• We have an efficient outsourcing model.

• We ensure data generated is of the

highest quality in a pre clinical and

clinical setting and with the CROs

provide input for us to make decisions.

We are committed to strong, regular, and transparent

engagement with the Company’s stakeholders. These

are the people, communities and organisations with an

interest in our mission, purpose and strategy or who may

otherwise be affected by decisions made by our Board.

This table outlines a list of the Company’s stakeholders,

why they are important to the Company, why we think

we are important to them and how we have engaged

with them over the year. Engagement with our key

stakeholders is regularly reviewed to ensure we learn

from these relationships for the benefit of all.

25BenevolentAI Annual Report 2023

Strategic report

Sustainability

ESG governance structure

This year, the Company’s main focus has been on enhancing our sustainability framework,

implementing the commitments we made in 2022 by creating practical plans, and placing

a greater emphasis on environmental aspects such as climate change, metrics, and

reporting. The governance structure we utilise to achieve this is as follows:

ESG Board Representative:

Non-Executive Director – Dr. Susan Liautaud

The role of the ESG Board Representative is to oversee ESG policies,

monitor the inclusion of sustainability-related matters in the strategy,

budget, operations and major capital expenditures, provide guidance and

define goals and metrics. The ESG Board Representative meets with the

ESG Team on a semi-annual basis.

ESG Team

The objectives of the ESG Team are to operationalise the goals set by the

Board and monitor progress and performance of the Company’s ESG

strategy. The team is led by the General Counsel with a cross-functional

team including representatives from Business Affairs, Finance, Investor

Relations, Communications and Facilities. TheESG Team meets monthly.

Strategic report

26 BenevolentAI Annual Report 2023

Our Sustainability Framework

At BenevolentAI we serve patients by leveraging our

proprietary and validated Benevolent Platform™ that

integrates AI and science to uncover new biology, predict

novel targets and develop first-in-class or best-in-class

drugs for complex diseases. By applying proprietary

advanced AI tools, in combination with in-house

scientific expertise and wet-lab facilities, BenevolentAI

is well positioned to identify and accelerate novel

drugdiscovery.

We are committed to weaving ESG stewardship into the

fabric of our mission. We concentrate our sustainability

efforts around five core levers:

• Enhance our platform

• Advance our pipeline

• Support our partners

• Invest in our people

• Reduce our impact on the planet

Each of these levers are covered by our governance

policies and aligned with applicable United Nations

(UN) Sustainable Development Goals (SDGs). We have

identified the following sustainability issues as being the

most material for our business and our stakeholders:

diversity and inclusion, attraction and development of

talent, safety and wellbeing, innovation, product quality,

cybersecurity, ethical conduct, reducing waste and

climate change.

In September 2023 we were pleased to receive a

rating of 74/100 from EthiFinance ESG Ratings based

on data for the year ending on 31/12/2022, which

translated to a Gold medal.

In 2024 we will continue to further develop our ESG

strategy, with the objective of maintaining and, where

possible, increasing our ESG score. We will also complete

a “materiality assessment” – a formal exercise aimed at

engaging external and internal stakeholders to find out

how important ESG issues are to them – which will in

turn further our own understanding of these issues as

they relate to our business.

Platform

Pipeline

Partners

People

Planet

27BenevolentAI Annual Report 2023

Strategic report

Sustainability continued

Our goal is to contribute positively to society by

pushing the boundaries of technology and science

to address significant unmet medical needs by

developing new medicines for a broad range of

undertreated diseases.

Commitments

Progress clinical and preclinical assets to meet

development plan timelines.

Progress early pipeline assets to internally

agreedtimelines.

Maintain a steady-state Target ID discovery pipeline.

Deliver the project plans of our collaborations with

AstraZeneca and Merck.

2023 performance

Our internal pipeline assets are highly differentiated and

in therapeutic areas of high unmet need in complex

diseases affecting millions of patients worldwide where

there is the need for new, safe, and effective treatments.

In June 2023, we entered investigational new drug (IND)-

enabling studies for BEN-34712 (ALS), and in August 2023,

we initiated a Phase Ia study for BEN-8744 (UC), with

topline data expected by the end of Q1 2024. Additionally,

all Regulatory Toxicology safety studies for BEN-28010

(GBM) were successfully completed, reaching IND

readiness by Q4 2023.

Pipeline

In April 2023, we announced our topline Phase 2a results

for our topical pan-Trk inhibitor BEN-2293 in mild-to-

moderate atopic dermatitis (AD), which successfully met

its primary endpoint, with BEN-2293 found to be safe

and well tolerated. However, it did not achieve secondary

efficacy endpoints to reduce itch and inflammation.

Based on these results, the Company decided to stop any

further investment in this asset.

2024 targets

We expect topline data for the BEN-8744 Phase Ia study

by the end of Q1 2024 and the IND-enabling package for

BEN-34712 to be completed by Q2 2024. We also remain

committed to progressing earlier pipeline assets to our

development plan timelines and maintaining a steady-

state Target ID discovery pipeline. We will also look to

outlicense at least one of our proprietary pipeline assets.

Our Benevolent Platform™ integrates AI and science

to uncover new biology, predict novel targets and

develop first-in-class or best-in-class drugs for

complex diseases, with the goal of increasing the

probability of clinical success.

Commitments

Continue to enhance our Platform, ensuring we

maintain our position as a leader in applying

advanced AI to accelerate biopharma drug discovery

and, in doing so, positively impact society and serve

patients by improving R&D productivity.

2023 performance

In 2023 we made a number of improvements to the

Benevolent Platform™ (see Operational Review on

pages 12 and 13) and leveraged it to drive and support

our three revenue pillars. It has enabled the Company to

continue to deliver on our successful multi-year Target

Identification collaboration with AstraZeneca, support

our end-to-end discovery offerings enabling a new

strategic collaboration with Merck, progress our in-house

pipeline as well as work to develop and establish our new

Knowledge Exploration Tools.

2024 targets

During 2024, the Company will continue to invest in

the Benevolent Platform™ to maintain our leadership

position and support the progression of our preclinical

and clinical pipeline as well as delivering on the project

plans for our strategic collaborations with Merck and

AstraZeneca. In addition, a current market assessment is

underway for our suite of Knowledge Exploration Tools

and the results will be completed in early Q2 that will

determine if or how this opportunity fits into the wider

commercial strategy for the Company. The Platform will

also continue to support our non-profit collaborations.

Platform

Our Sustainability Framework continued

28 BenevolentAI Annual Report 2023

Strategic report

Our goal is to maintain existing and establish new

commercial and not-for-profit partnerships to put our

Benevolent Platform™ to good use for wider societal

benefit, and to deliver maximum impact to patients.

Commitments

Increase our societal impact through long-term,

mutually beneficial relationships.

Deliver on the project plans with our current partners

AstraZeneca and Merck.

Uphold our ethical standards across our value chain.

2023 performance

Our multi-year collaboration with AstraZeneca continued

successfully. Progress is being made toward further

target selections in heart failure and systemic lupus

erythematosus (SLE) disease areas.

In May 2023, we partnered with 9xchange, a biopharma

marketplace created for innovators to match, buy

and sell drug assets. The partnership aims to leverage

BenevolentAI’s AI-enabled technology to support

decision making related to indication expansion and

drug repurposing for assets on the 9xchange platform.

In September 2023, we signed a new collaboration with

Merck to deliver novel drug candidates, initially for three

targets in oncology, neurology and immunology. This

collaboration will enable Merck to leverage our end-to-

end drug discovery offerings to identify and develop

innovative compounds through Hit Identification to

the preclinical stage, to deliver small molecule drug

development candidates into the Merck pipeline.

BenevolentAI is a purposeful company, and we believe it

is important to amplify the impact of our platform and

put it to good use for wider societal benefit. Our not-for-

profit partnership with the Drugs for Neglected Diseases

initiative (DNDi) (signed in 2022) continues to make

progress, aiming to identify targets and approved drugs

that could be used to treat dengue fever, a climate-

sensitive neglected disease. In 2023, we reached in-vitro

validation in dengue-infected human endothelial cells

with existing drugs that show the ability to restore and

rescue the endothelial barrier. We are now awaiting in-

vivo results from DNDi.

Finally, as part of our commitment to responsible

sourcing, it is important for us to ensure that we embed

social and environmental considerations into our

procurement processes. In 2023, we developed and

published our Supply Chain policy, which outlines the

Company-level minimum standards that the Company

expects its suppliers to meet and the principles

BenevolentAI employees should abide by when

managing supplier relationships.

2024 targets

We plan to sign at least one new collaboration in 2024 as

well as continue with our not-for-profit partnerships.

Wealso plan to extend our Human Rights Policy to our

key suppliers.

Partners

Strategic report

29BenevolentAI Annual Report 2023

Sustainability continued

Our goal is to build an inclusive, supportive and

engaging workplace that enables employees to

collaborate, innovate and thrive. In doing so, we

aim to attract, retain and develop exceptional and

diverse talent to support our mission and drive

future growth.

Commitments

Attract, retain and develop our talent.

Maintain our focus on culture and values.

Promote diversity and inclusion.

Inspire the next generation of future leaders

from within.

2023 performance

2023 saw a significant change for the business and its

employees, and ensuring retention of key personnel

and employee engagement has been, and continues to

be, a key focus. At the end of 2023, our headcount was

248 FTEs, following a strategic review in May 2023 and

subsequent reduction in the size of the business.

As expected in a period of change, this resulted in an

overall increase in our voluntary turnover rate for 2023 to

18.2% (compared to 15.7% in 2022).

Despite headcount reductions in 2023, we are proud that

62% of current or former employees who left feedback

through Glassdoor would recommend BenevolentAI

as a Company to work at. We have also consistently

maintained a strong Glassdoor rating of above 4, with a

current score of 4.1.

In 2023, we continued to increase our efforts to nurture

a diverse team and an inclusive culture, where everyone

is and feels welcomed, respected, supported and

valued. We are committed to maintaining equal gender

balance in our global workforce, and improving gender

representation by recruiting, retaining and developing

women leaders at all levels. We look at gender diversity

holistically and ensure fairness across all our people

processes such as hiring, promotions and development

opportunities.

People

Recent examples include:

• Maintenance of gender balance. As we decreased

the organisation’s size, we have maintained our 50:50

gender balance, with 51% female representation,

49% male and <1% non-binary. In addition, 54% of our

leaders (Director and VP level) are female. In senior

roles, we welcomed two new female hires at the

Executive Leadership Team (ELT) level in 2023: our Chief

Financial Officer and our Chief Revenue Officer, and we

now have a 50/50% gender split at the ELT as well.

• Recruitment practices that mitigate hiring biases to

ensure the right people are hired into the right roles. In

2023, recruitment team members continued to work

towards diversity and inclusion targets linked to our

Product & Technology team (where we have a larger

percentage of men than women), where we target

50:50 gender balance for all roles at the interviewing

stage to promote equal opportunities, have mixed

interview panels to ensure a diverse group of

interviewers, and use proactive sourcing to ensure we

reach a diverse group of candidates. Recruitment team

members completed inclusive recruitment training to

increase awareness of unconscious bias.

• Annual salary benchmarking is in place for all roles to

ensure our salary bands remain competitive and fair, in

line with local pay markets and the relevant industry.

In addition to our focus on gender diversity, we believe

it is important that we provide an inclusive, supportive

environment for all under represented groups. We run

regular diversity and inclusion (D&I) events throughout

the year (e.g. International Women’s Day panel events,

neurodiversity external guest speaker, and gender-health

discussions) and have seen strong engagement in our

D&I efforts in 2023. We currently have four Employee

Networks where employees can openly discuss the

issues which affect them and drive the changes they

want to see in the organisation, including the LGBTQIA+

Allies Network, Gender Network, Parents’ Network, and

Neurodiversity Network (the latter launched in 2023).

Our Sustainability Framework continued

30 BenevolentAI Annual Report 2023

Strategic report

Furthermore, BenevolentAI focuses on developing

people from within so they can grow with the Company.

Our Career Level Framework defines the expectations of

each career level and discipline across the organisation,

outlining the various competencies and behaviours

needed to progress through career levels and ensuring

greater clarity and consistency in how we promote,

develop and pay employees. Colleagues can use this

framework to analyse skills gaps and identify potential

learning and development opportunities. In addition, the

framework is used to identify individuals who might be

ready for a promotion. We have created custom learning

pathways to sit alongside the Career Level Framework

so that employees can develop the skills necessary to

master their career level and progress. BenevolentAI is an

environment that encourages all of the workforce to be

curious, challenged, and developed through our various

learning channels.

These include:

• budget for bespoke training or conferences;

• 5% of employees’ time dedicated to formal learning;

• industry memberships;

• access to LinkedIn learning;

• manager and leadership courses;

• team communication style and behaviour workshops;

• external speakers; and

• internal knowledge sharing.

In 2023, in addition to mandatory compliance training

(see below), 158 employees engaged in training and

conferences. Since May 2023, 91% of our retained employees

were involved in training and conference initiatives.

Furthermore, all employees set goals and objectives at

the beginning of the year to ensure their development

needs are met and their talent is recognised. These

evolve organically throughout the twelve months and

can be tracked through 1:2:1s with managers.

Whilst the majority of goals are work related, all

employees are encouraged to set at least one personal

development goal. To support this, we provide personal

development time and access to LinkedIn Learning

materials and courses on coaching and management. In

2023, we registered 667 total hours of LinkedIn Learning

training, with 245 employees viewing content and

10,552 videos watched in full. We also continued with

our successful “Transition to Management Programme”,

delivered by Cambridge Network, to prepare our new-

to-management employees for the challenges and

opportunities of managing individuals and teams

at BenevolentAI. The programme was launched in

2021 and has been a success ever since. In 2023, 26

people participated. Finally, mandatory training was

provided to the whole company on various topics

and internal policies, including data protection and

information security.

In January 2023, 33 people across the Company were

promoted (9% of our total eligible headcount). We

are thrilled to see so many people grow and develop

their careers at BenevolentAI, and we are committed

to continuously improving our commitment to retain

and attract the best talent. To further this aim, in 2023

we developed an eNPS score methodology, to identify

employees’ levels of satisfaction within the organisation.

Lastly, we are committed to protecting our employees’

health and safety (H&S). We have a health and safety

management system in place, and we ensure that all

new team members attend mandatory, site-specific

training designed to educate on the location-specific

features, security concerns and emergency procedures.

Our H&S training covers all employees and operations

and is retaken every two years. The number of days lost

to health and safety incidents was zero , maintaining

our lost-time incident rate (per 200,000 hours worked)

of zero, with zero fatalities among all employees and

contractors across all sites. This was the same as in 2022.

2024 targets

2024 will see a continued focus on culture and

values with significant emphasis on the operational

effectiveness of our organisation to drive increased team

engagement.

During 2024, we plan to measure our eNPS rating via our

first employee engagement survey. We also aim to retain

our Glassdoor rating above 4.0.

In line with our commitments set out in this Annual

Report, we recognise that gender pay gap (GPG)

transparency increases accountability and drives action

to advance gender equality in the workplace. We will

start this collection reporting in April 2024, publish our

GPG on our website, and run a Gender Pay Gap report

annually in the future.

31BenevolentAI Annual Report 2023

Strategic report

Sustainability continued

We recognise the need to act swiftly and intentionally

to mitigate our impact on climate change and are

committed to reducing the environmental impact of

our business activities by monitoring and reducing

ouremissions.

Commitments

We endeavour to reduce our proportional impact on

the environment as our business continues to evolve.

2023 performance

In 2023, the Company consumed 5,904 tCO

e as part of

ongoing activities, down from 7,311 tCO

e in 2022. This

decrease was primarily due to a fall in spend in research

and development, accounting for 77% of total emissions in

both 2023 and 2022. Scope 1 emissions rose due to higher

gas consumption in our Cambridge office as a result of

increased occupancy during most of the year. Electricity

consumption decreased, leading to a small fall in Scope 2

location-based emissions, however Scope 2 market-based

emissions rose due to our London electricity supplier

amending its fuel mix from 100% renewable to 27%. The

supplier contract comes up for renewal in Q4 2024; the

Company will reassessaccordingly.

We send approximately half of waste to recycling; in 2023 at

our London site, we generated a total of 8.1 tonnes of total

waste and sent 4.6 tonnes for waste to energy conversion

(2022: 6.3 tonnes and 2.9 tonnes, respectively), with the

remainder recycled (recycling rate 44%, down from 55%).

At our Cambridge site, we generated 17.8 tonnes of lab

waste (2022: 20.5 tonnes), but otherwise generate much less

general waste than London and our provider recycles 60%

waste, on average.

With regard to water consumption, this is only for staff

amenities and hygiene. Both the Company’s London and

New York offices are in high water stress zones, while the

Cambridge wet labs are under low stress. Water consumption

in the London office has remained at a consistent level of

92m

in each of 2023 and 2022. For the Brooklyn office and

Cambridge wet labs, having shared working spaces means

itis impracticable to measure the level of water used.

2024 targets

With a reduced headcount compared to 2023, we reduced

our London office space from four to two floors, which is

expected to contribute to lowering our footprint in 2024 and

will likely offset the impact of more employees returning

to the office more regularly, as well as any potential carbon

emission increase we might see in developing our pipeline

assets. We therefore do not expect significant disparities

between this year’s data and data forecasted for 2024

reporting. BAI will aim to increase its tCO

e rate at a lower

level than both its headcount figure and a suitable pipeline

measure to improve its efficiency year-on year.

Additionally, we are aware of the importance of measuring

and setting reduction targets for Green House Gas (GHG)

emissions and energy consumption. BenevolentAI will be

completing a full GHG inventory during fiscal year 2024,

which will be disclosed in the 2024 Annual Report along

with energy consumption data, and we will set reduction

targets thereafter.

Planet

Methodology

GHG emissions have been calculated from business activities

in accordance with the principles and requirements of the

World Resources Institute (WRI) GHG Protocol: A Corporate

Accounting and Reporting Standard (revised version). Scope

1 and 2 emissions have been derived from use data with

the application of appropriate conversion factors (namely,

UK Government GHG Conversion Factors for Company

Reporting, 2023). Data from all Company sites is included,

with the exception of the New York office given the Company

has limited control over the emissions arising from the

shared premises and the corresponding data is impracticable

to acquire. The impact is expected to be immaterial.

The Company has defined its organisational boundary using

an operational control approach. The Company reports on

certain categories of Scope 3 emissions only, as detailed in the

table below with reference to the GHG Protocol: Corporate

Value Chain (Scope 3) Accounting and Reporting Standard.

Scope3 emissions have been calculated using direct use

data and spend data in combination with environmentally

extended input-output (EEIO) emissions factors.

Emissions, energy and other environment data

Emissions by year (tCO

Scope Source 2023 2022

1 Fuel consumption 282.0 246.9

2 Purchased electricity

(market-based) 125.6 103.9

2 Purchased electricity

(location-based) 140.4 143.6

3 Waste disposal 36.3 41.8

3 Business travel – air 195.1 176.2

3 Business travel – land 62.1 63.7

3 Business travel – hotels

and accommodation 12.2 7.8

3 Purchased goods

andservices 5,191.1 6,670.3

Total Scope 3 5,496.8 6,959.8

Total Scope 1, 2, 3

5,904.4 7,310.6

Scope 1 and 2 intensity

byheadcount 1.188 0.991

Non-renewable energy

consumption (kWh) 2,081,010 1,849,852

Renewable energy

consumption (kWh) 160,235 284,316

Total energy

consumption(kWh) 2,241,245 2,134,168

Total water consumption (m

) 92 92

1. Takes into consideration market-based scope 2 emissions.

We have had no environmental fines or penalties in the current or

any previous years (£nil).

Our Sustainability Framework continued

32 BenevolentAI Annual Report 2023

Strategic report

Our sites use LED lighting and energy efficient office

equipment, such as automatic standby mode for

all monitors, printers and coffee machines. In our

Cambridge office, we have installed signs in each

room inviting employees to switch the lights off

when they leave a room. In case this isn’t done, the

cleaners have been asked to ensure all lights are

switched offovernight.

HVAC systems are used efficiently by turning off

at night, weekends and when the temperature is

between 19 and 25 degrees Celsius.

The impact of employee commuting is reduced

by limiting travel between offices, encouraging the

use of public transport and offering the Stagecoach

discounted ticket scheme. We also participate in the

“cycle to work scheme”.

We have reduced our paper use by moving away

from printing to cloud-based or digital systems.

Recycling bins are clearly signed in all offices to

encourage sustainable waste disposal.

Key initiatives

Actions we have taken to improve energy and water efficiency, and promote the responsible management of waste:

We minimise our water consumption through ultra-

low-flush toilets.

Regular engagement with landlords at leased

premises to improve water and energy efficiency, and

responsible management of waste.

As part of our commitment to engage in

environmentally focused initiatives, in 2023

BenevolentAI enrolled in, and was proud to

successfully achieve, a Platinum award in Green

Impact. This is a sustainability accreditation scheme

run nationally by SOS-UK and supported locally by

the Babraham Research Campus. In 2024, we plan

to continue our engagement with Green Impact.

Additionally, we have reviewed what equipmentwithin

our wet labs in Cambridge can be switched off atnight

and/or when not in use, and we monitor thisregularly.

Strategic report

33BenevolentAI Annual Report 2023

Sustainability continued

As sustainability is cross-cutting across our business,

the impact that we have is considered and guided at

many levels. On a governance level, it is built into our

Board structures and our robust corporate governance

framework, which is bolstered by committees, groups

and colleagues who feel empowered to instigate and

drive activity within the business. This means many of

our most impactful programmes are driven from the

bottom up.

The Board, supported by the Company Secretary, has

overall oversight of our sustainability performance

and ESG work. Our Non-Executive Director Dr. Susan

Liautaud is the Board’s primary contact point for all

ESG matters and is supported by the Nomination and

Governance Committee, which considers ESG updates

as and when appropriate, and at least bi-annually.

The Nomination and Governance Committee and

the Board’s ESG Representative provide the Board

with periodic updates on ESG matters. In 2023 and

as part of the annual Board training schedule, a

training on the evolving ESG regulatory landscape

and related reporting requirements was provided to

the Directors, with a refresh to follow annually. Will

Scrimshaw, General Counsel and Company Secretary,

has overall responsibility for delivering our linked

business and sustainability objectives, supported by

members of the Executive Leadership Team (ELT) and

seniormanagement.

Our sustainability governance strategy is centred around

the following KPIs and commitments:

Sustainable governance

KPI 1 – Board independence

KPI 2 – Board structure and committees

Commitment

We are committed to ensuring independence and

diversity across our Board.

2023 performance

As at the date of this report, the Board comprised eight

Directors: an Independent Non-Executive Chair, one

Executive Director and six Independent Non-Executive

Directors. Information on Board changes during the

course of the year and the work of the Nomination and

Governance Committee in this regard can be found

onpages 69 and 70.

Together, our Board brings a wealth of experience, skills

and backgrounds to the Company – including strategy,

financial and capital markets, risk management,

commercial and business development, research and

development, technology, pharma and governance.

Further information on Board composition, Directors

independence, skills and diversity can be found on

page 52 of the Corporate Governance report and

pages 69 to 73 of the Nomination and Governance

Committee report.

2024 target

The Board is satisfied that its membership has the right

mix of skills, experience, diversity and capabilities to

provide effective challenge and deliver the strategy of

the Company for the benefit of all stakeholders.

The Board fosters an inclusive and supportive Company

culture and is proud of the progress being made to

date, which is reflected in the gender balance of the

Executive Leadership Team, senior management and

workforce as set out on page 30. The Nomination and

Governance Committee and the Board aim that over

the next few years, in the normal course of succession

management, the gender balance of the Board will

become more reflective of the diversity across the

business. Further information on Board diversity can be

found on page 73.

Commitment

Build a solid Board structure accompanied by all

necessary committees to ensure robust governance.

2023 performance

The Board is satisfied that it has a robust and effective

governance structure in place and is committed to

maintaining high standards of corporate governance.

The role and responsibilities of the committees are well

defined as set out in their respective reports and on

page 51 of the Corporate Governance report.

There is clear division between Executive and Non-

Executive responsibilities which ensures accountability

and oversight. In 2023, the Board appointed a Senior

Independent Director and a Workforce NED among

its Independent Non-Executive members. Further

information on the roles and responsibilities of the

Board members can be found on pages 53 and 54.

An internal evaluation of the effectiveness of the Board,

its committees, the Chair and individual Directors was

carried out in 2023. The evaluation concluded that the

Board, its committees, the Chair, and the Non-Executive

Directors continue to operate effectively. Further

information on the 2023 Board evaluation can be found

on pages 56 and 57.

2024 targets

The Board continues to ensure that its corporate

governance framework and processes remain robust,

effective and appropriate. The Chair, alongside the

Company Secretary, will support the implementation of

the key actions identified by the 2023 Board evaluation.

Progress against these key areas of focus will be

reported in the 2024 Annual Report. An internally

facilitated evaluation of the effectiveness of the Board,

its committees, the Chair and individual Directors will

be conducted in 2024.

34 BenevolentAI Annual Report 2023

Strategic report

KPI 4 – Intellectual property protection

KPI 3 – Business ethics, compliance and communication transparency

Commitment

To maintain and further develop a suite of good

corporate practices and policies where needed.

2023 performance

We have a comprehensive suite of corporate policies

in place which help us to maintain and develop good

corporate practices, including the following:

• Anti-Corruption and Anti-Bribery Policy;

• Anti-Slavery and Human Trafficking Policy;

• Code of Business Conduct & Ethics;

• Data Protection Policy;

• Disclosure Policy;

• Environmental Policy;

• Equality, Diversity and Inclusion Policy;

• Health and Safety Policy;

• Human Rights Policy;

• Information Security Policy;

• Insider Trading;

• Sanctions, Anti-Money Laundering, Policy and

Counter-Terrorist Financing Policy;

• Supply Chain Policy;

• Tax Principles; and

• Whistleblowing Policy.

We have a Company-wide training programme for

employees to conduct appropriate third-party and

internal training upon joining the Company as part of

our induction training, and at regular intervals after

that. Furthermore, we also conduct an annual review

of key compliance policies, where the Nomination and

Governance Committee is responsible for suggesting

any needed changes for Board approval.

As per the policies listed above, we ensure zero

tolerance of bribery and corruption anywhere in

our value chain. We have an Anti-Bribery and Anti-

Corruption Policy and training programme which all

employees must take and repeat on a bi-annual basis.

There have been zero instances of employee non-

compliance with anti-bribery and corruption policies

and procedures in 2023 (2022: Zero).

We are transparent in our communications, and we

hold ourselves to our business conduct and practice

as defined in our Code of Business Conduct & Ethics,

which sets out the rules to which our employees’

actions and behaviours are held accountable. In line

with our 2023 targets, we have also further evolved

our Code of Business Conduct & Ethics. Furthermore,

and on an external level, we follow a rigorous approach

of not engaging in any political activities or making

financial contributions in the name of the Company

(2023: £Nil, 2022: £Nil). The Company also prohibits

lobbying involvement of any kind. There have been no

lobbying expenditures in 2023 (2022: £Nil).

We provide multiple ways for colleagues to report any

concerns, including as set out in our Whistleblowing

Policy. Our Whistleblower Policy provides a mechanism

for all employees to confidentially raise their concerns

and sets out how the Company will respond. In 2023, we

updated our Whistleblower Policy to allow for filing of

fully anonymous reports via a new portal. Additionally

and internally, our staff forums are there to discuss and

escalate ideas and challenges to senior leaders and

relevant groups.

2024 targets

We plan to set up and formalise an internal AI Ethics

and Governance Committee in Q1 2024 to ensure that

our AI/ML development and deployment activities are

conducted ethically, transparently, and responsibly,

upholding appropriate standards of integrity and

accountability in the use of AI/ML technologies,

ensuring they align with our core values and ethical

principles, complying with legal and regulatory

requirements, and positively contributing to society

and the environment. Furthermore, we also intend

to expand on the work already carried out on AI

and ethics, updating our AI Ethics Principles and

establishing a more formal AI governance framework.

Finally, we are developing a plan to diligence our top

suppliers in H1 2024 to assess our risk exposure to

human rights abuses within our supply chain and

our operations, as currently covered by our Human

Rights Policy.

Commitment

We recognise the importance of protecting the

intellectual property that is generated in the course of

our work, while respecting the IP of others.

2023 performance

We hold registered and unregistered IP rights including

patent applications, trade secrets, copyright works,

confidential information and trademarks.

We use patents to protect both our science and

our technology assets. All employees, contractors,

partners and collaborators are subject to appropriate

confidentiality obligations.

2024 targets

We will continue to refine and develop our effectiveness

at capturing IP value through formal invention capture

processes for trade secrets and patents.

35BenevolentAI Annual Report 2023

Strategic report

KPI 6 – Information security and privacy

Sustainability continued

Sustainable governance continued

KPI 5 – Risk management and business continuity

Commitment

Our commitment to effective risk management and

business continuity is at the core of our operational

excellence and strategic planning. We recognise that

in today’s dynamic business environment, identifying

and managing both existing and potential risks is

crucial for sustaining growth, protecting assets, and

ensuring the long-term success of our organisation.

The Audit, Finance and Risk Committee of the

Board has oversight of, and responsibility for, risk

management across the Company. It is provided

with regular updates covering key business risks at

quarterly Board meetings.

2023 performance

• Enterprise-Wide Risk Management Framework

(EWRMF): We have a comprehensive risk

management strategy in place through our EWRMF

that involves regular assessments to identify,

assess, and mitigate risks across our business

operations. Our risk management working group

works closely with all departments to ensure that

our risk mitigation framework is integrated into

daily operations, enabling us to respond swiftly and

effectively to identified and potential risks.

• Business continuity: In parallel with our risk

management efforts, we have implemented

business continuity plans (BCPs) that outline

strategies for responding to various disruptions. Our

BCPs are regularly reviewed and updated to ensure

that we can continue to function effectively under

adverseconditions.

2024 targets

We plan to further embed and build upon the work

we have already done to implement our EWRMF

across all aspects of our business.

Commitment

We commit to safeguarding the privacy rights of

BenevolentAI’s employees and third parties, protecting

our valuable data assets, and maintaining the security

of our system infrastructures. We are dedicated to

ensuring that our data protection and privacy compliance

programme, as well as our information security strategies,

are in line with our business objectives and comply

with all applicable laws, regulations and leading data

protection standards. We aim to manage and safeguard

corporate information by implementing processes,

roles, controls, and metrics that recognise information

as an important business asset.

2023 performance

In the past three years, cybersecurity at BenevolentAI

has been significantly improved through efforts led

by our dedicated Information Security (InfoSec),

Information Technology (IT), and Site Reliability

Engineering (SRE) teams to address information

and cybersecurity risks and threats, with the support

and participation of employees through regular

communication and engagement.

As we continue to leverage cloud technology and

AI, we also focus on the governance of their use. All

Benevolent information systems are appropriately

protected with industry standard tooling, and all

sensitive data is held in security-accredited cloud

data centres. Benevolent maintains Cyber Essentials

Plus (a UK Government-backed scheme) certified

cybersecurity programme structure and will commence

the certification renewal process in Q1 2024. Benevolent

systems are also independently assessed annually by

a certified cybersecurity consultancy for vulnerabilities

and penetration testing. We continue to upgrade

and invest in physical, administrative and technical

measures to protect personal and business data. This

includes programmes to educate and raise awareness

among our people regarding sound and proper

cybersecurity and data protection practices.

We have a Company-wide business continuity plan in

place which incorporates cybersecurity and information

security risk. Additionally, our InfoSec team operates

an incident management and response procedure,

coordinating with our Site Reliability Engineering

(SRE) and IT teams to manage business-wide disaster

recovery efforts. We have an internal Information

Security Policy which outlines our approach and

commitment to information security management

at the Company, and which is mandatory for all

employees to review and understand. Objectives,

policies, plans and procedures are reviewed and

updated at least annually and the business continuity

plan is tested at least every three years. In H2 2023 we

renewed cybersecurity insurance for our business.

BenevolentAI maintains a comprehensive data

protection and privacy compliance programme,

overseen by a UK-based Data Protection Officer to

ensure compliance with relevant laws across all its

geographical locations. These include registered offices

in Luxembourg, a head office in the UK, wet labs in

Cambridge, and an office in NYC. We are compliant

with GDPR (UK & EU), the New York Shield Act, and

other regulations applicable in places where we do

business from time to time. No data breaches were

identified in 2023.

2024 targets

Our ongoing programme of work will continue

delivering controls that reduce our risk overhead

and improve our security posture with a strong

emphasis on ensuring we remain in compliance with

all applicable laws and on meeting new regulatory

requirements in specific geographical regions.

Furthermore, we will complete the Cyber Essentials

Plus recertification process.

36 BenevolentAI Annual Report 2023

Strategic report

Product/Service safety policy

We acknowledge our position in, and association

with, the biotechnology and pharmaceutical sectors,

where there are product and service responsibility

considerations relating to clinical trial patient safety,

drug safety, counterfeiting, pricing and accessibility..

We have a number of drug programmes for which

we undertake, or plan to undertake, a clinical trial

now or in the future and will ensure compliance with

all applicable regulations for these programmes.

Climate-related reporting requirements

We are aware of, and are closely monitoring, the

upcoming introduction of climate-related reporting

requirements through, for example, (i) Article 8 of the

EU Taxonomy Regulation (Regulation (EU) 2020/852)

and (ii) the recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD) – once

adopted by various countries around the world. We

do not consider that we fall within scope of these

requirements for the year ended 31 December 2023.

We are making preparations to report in line

with these new requirements once they become

applicable to companies of our size (which we

anticipate will be for financial years starting on or

after 1 January 2025, subject to the timeframe for

Luxembourg implementation of the Accounting

Directive, as amended (Directive 2013/34/EU

amended by Directive 2022/2464 as transposed into

Luxembourg law) and subject to the roll-out of TCFD

disclosure requirements by Luxembourg and/or the

UK. Our preliminary assessment is there is limited

climate-related risk exposure to the business and any

impacts can be managed within a business-as-usual

context, but we will conduct a thorough analysis and

update in future reports.

37BenevolentAI Annual Report 2023

Strategic report

Financial review

Key highlights

• Revenue decreased to £7.3 million (2022: £10.6 million)

primarily reflecting decreased revenues from

the AstraZeneca collaboration partly offset by the

newMerck collaboration.

• Normalised research and development (“R&D”)

spend, excluding share-based payments (“SBP”), of

£56.5million (2022: £65.1 million); reported R&D spend

excluding SBP of £60.3 million (2022: £65.1 million).

• Normalised operating loss of £72.7 million (2022:

£94.6 million).

• Reported operating loss of £77.6 million

(2022:£197.0 million).

• Cash, cash equivalents and short-term deposits

position of £72.9 million at 31 December 2023

(31December 2022: £130.2 million), compared

with£84.3 million at 30 June 2023.

• Operating cash outflow before changes to working

capital of £54.6 million (2022: £67.8 million).

• £16.1 million R&D tax credits (2022: £12.1 million)

received in the period.

• Post the strategic review cash burn reduced by around

40% compared to pre-restructuring forecasts with the

cash runway extended toatleast mid-2025.

A strong

position to

execute on our

our strategy

Overview

Following the disappointing clinical results of BEN-2293

in atopic dermatitis, the Company undertook a strategic

review reducing headcount by around 30% and cash

burn by around 40% compared to pre-restructuring

forecasts. This enabled the Company to extend the cash

runway to mid-2025, whilst still being able to invest

and drive innovation across the Benevolent Platform™

and three revenue pillars. The later part of the year saw

success with signing a new collaboration with Merck as

well as progress on the Company’s proprietary pipeline

and new C-suite hires. The combination of inflows from

Merck and AstraZeneca as well as R&D tax credit receipts

in the second half of the year left the Company with cash,

cash equivalents and short-term deposits of £72.9 million

at year end. With our good cash position at year end,

along with positive momentum in the business over the

last six months, I believe we are in a strong position to

execute on the Company’s strategy in 2024.

Revenues

At BenevolentAI, we aim to monetise the Benevolent

Platform™ through commercial collaborations and

through developing our pipeline of wholly owned assets

with the aim of out-licensing and co-developing.

The Company’s revenues decreased by £3.3 million

or 31% to £7.3 million (2022: £10.6 million), primarily

reflecting decreased revenues from the second

AstraZeneca collaboration that started in January 2022,

partly offset by a new collaboration with Merck. Under

this new collaboration, BenevolentAI will be eligible

for payments of up to $594 million, consisting of a low

double-digit million dollar upfront payment on signing

and then potentially discovery, development and

commercialmilestones.

With our good cash position

at year end along with

positive momentum in the

business over the last six

months I believe we are in

astrong position to execute

on our strategy in 2024.

Catherine Isted

Chief Financial Officer

38 BenevolentAI Annual Report 2023

Strategic report

Alternative performance measures and

normalisedpresentation

The normalised presentation of the Company

performance can be found in note 2.4 of the consolidated

financial statements.

Research and development costs

Normalised research and development spend, excluding

employee-related share-based payments, for 2023 has

decreased by 13% to £56.5 million (2022: £65.1 million).

This reflects the Company’s efforts to optimise its

portfolio to focus on its most advanced and promising

pipeline assets.

Reported research and development spend, excluding

employee-related share-based payments, for 2023 has

decreased by 7% to £60.3 million (2022: £65.1 million).

The decrease is driven by pipeline optimisation,

partly offset by costs necessarily entailed by the

restructuringprogramme.

General and administrative costs

Normalised business operations spend, excluding

employee-related share-based payments, for 2023 has

increased by 36% to £22.4 million (2022: £16.5 million).

Removing the impact of foreign exchange gains/losses

of £0.7 million loss (2022: £3.1 million gain), the underlying

spend for 2023 increased by 11% to £21.7 million (2022:

£19.6 million). This reflects the additional costs from

operating as a public company for a full year, compared

to seven months in the previous year, offset by the cost

reductions made through the restructuring programme

in the second half of 2023.

Reported business operations spend for 2023 excluding

employee-related share-based payments, has decreased

by 80% to £23.5 million (2022: £115.0million). The decrease

is predominantly driven by specific charges relating to the

Business Combination in 2022 which did not reoccur in

2023, most notably the listing service expense.

Share-based payments (SBPs)

Normalised SBP spend for 2023 has decreased by

94% to £1.5 million (2022: £23.7 million). Reported SBP

spend for 2023 has decreased by 95% to £1.5 million

(2022: £27.6million). In both cases, the charge is largely

offset by a credit for the recognition of vested options

under the legacy BEIS share incentive scheme for 2023

of £0.6million (2022: £22.4 million normalised charge,

£26.2million total charge). This comprises a £3.6million

IFRS 2 charge (2022: £29.1 million normalised, £32.6million

total) which is more than offset by a £4.2million

credit in relation to employer-related taxes in 2023

(2022:£6.6million credit), as a result of the provision

being remeasured to reflect the year-end share price.

In 2022, the Company initiated a new LTIP for which

a £2.2million charge has been recognised in 2023

(2022:£1.3 million) and which is expected to incur an

ongoing SBP charge, inclusive of employer-related taxes,

of between £3 million and £6 million based upon the

share price as at the end of December.

Operating loss

Normalised operating loss for 2023 decreased by 23% to

£72.7 million (2022: £94.6 million). The reported operating

loss for 2023 decreased by 61% to £77.6 million (2022:

£197.0 million), primarily due to the costs arising from the

Business Combination, which did not reoccur in 2023.

Finance income

Finance income for 2023 decreased by 73% to £5.3 million

(2022: £19.3 million), predominantly driven by a reduction

in the downward movement of fair value of the warrant

liabilities.

Taxation

Taxation income for 2023 has decreased by 42% to

£9.3 million (2022: £15.9 million). This is predominantly

composed of tax credits arising from the UK’s small and

medium-sized enterprises’ R&D tax relief regime, for

which there has been a decrease in the claim between

the two periods, predominantly driven by a decrease in

absolute spend and a decrease in the claim uplift applied

to eligible R&D expenditure.

Loss per share

Normalised basic loss per share decreased by 32% to

49.7 pence for 2023 (2022: 72.6 pence), reflecting the

decrease in normalised total loss.

Current assets

Current assets as of 31 December 2023 decreased by

40% to £91.4 million (31 December 2022: £152.1 million),

largely driven by a £57.3 million decrease in cash, cash

equivalents and short-term deposits.

Cash, cash equivalents and short-term deposits

The cash position, including short-term deposits, as

of 31 December 2023 decreased by 44% to £72.9 million

(31 December 2022: £130.2 million), reflecting proceeds

from collaborations being more than offset by ordinary

course working capital expenditure.

Current liabilities

Current liabilities as of 31 December 2023 decreased

by2% to £25.0 million (31 December 2022: £25.6 million),

reflecting a decrease in trade payables and accruals

as part of the Company’s core activities, in addition to

a downward revaluation in the tax provision related

to employer tax arising from share-based payments.

This islargely offset by an increase in deferred income

arisingfrom the Merck collaboration.

39BenevolentAI Annual Report 2023

Strategic report

Cash flow

Cash expended from operating activities before

non-normalised items decreased by 14% to £53.3million

for 2023 (2022: £61.9 million), primarily driven by a 23%

decrease in normalised operating lossesto £72.7 million

(2022: £94.6 million).

Similarly, reported cash operating outflow in 2023,

including non-normalised items, decreased by 26%

to£57.1 million (2022: £76.9 million).

Dividend

No dividend has been proposed for the year ended

31 December 2023 (2022: £nil).

Accounting policies

The consolidated financial statements have been

prepared in accordance with international accounting

standards, as applicable to the EU. The accounting

policies used in the consolidated financial information

are consistent with those in the audited consolidated

financial statements.

Going concern

The consolidated financial statements have been

prepared on the going concern basis, which the Board of

Directors considers appropriate for the reasons described

in note 2.2 of the consolidated financial statements.

Outlook

Following the signing of the Merck collaboration,

progress on the proprietary pipeline and new C-suite

hires at the end of 2023, as well as post-period end

Dr.Joerg Moeller joining as the Company’s new CEO and

Executive Director, the Board are confident in the outlook

for 2024 and being able to deliver on value creation for

its shareholders. TheCompany looks to sign at least one

new collaboration in 2024 as well as out-license at least

one of its proprietary pipeline assets and continues to

look for opportunities to reduce costs or reallocate to

areas where it is believed the investment will generate

the best shareholder value. The cash burn over 2024 and

2025 will benefit from the reduction in costs achieved as

part of the strategic review carried out in 2023, with the

cash runway excluding any unsigned revenues extending

to at least mid-2025, as previously guided.

Principal risks facing the business

BenevolentAI operates a Risk Management Framework,

which is monitored and reviewed by the Board. There

are a number of potential risks and uncertainties that

could have a material impact on the Company’s financial

performance and position. These include risks relating

to the development of our drug portfolio and ability to

out-license: the commercialisation of the Benevolent

Platform™, such as through collaboration arrangements;

the biotech funding environment; the political

environment; competitive threat; supply chain disruption;

legal and regulatory; IT systems and infrastructure; cyber

and data security; foreign exchange; staff retention;

global unrest; strategic acquisitions; and climate change.

These risks and the Company’s mitigating actions will be

set out in the 2023 Annual Report.

Catherine Isted

Chief Financial Officer

19 March 2024

Financial review continued

40 BenevolentAI Annual Report 2023

Strategic report

Risks

The Company’s Enterprise Wide Risk

Management Framework (EWRMF)

is designed to prioritise and manage

identified risks, focused around prioritised

key principal risks.

The EWRMF incorporates standard organisational

measures that ensure a thorough, end-to-end

assessment and management process for known and

potential emerging risks. This framework is fundamental

to maintaining a holistic approach to risk management

across our organisation.

In 2023, the Company undertook an update of our

RiskManagement Framework. This initiative sought to

adopt relevant features applicable to global standards

(e.g. the Committee of Sponsoring Organisations of the

Treadway Commission COSO) and refine our processes

for enhanced Company-wide risk management in

support of our strategic objectives.

Principal risks and uncertainties

The Board is accountable and responsible for

overseeingthe effectiveness of the EWRMF, including

the identification of appropriate procedures for

minimising the impact of identified and potential risks.

The Board has delegated this to the Audit, Finance

and Risk Committee, which works with the Executive

Leadership Team (ELT) and risk management working

group in overseeing the operation of these processes

across the entire business.

Principal risks refer to critical risks deemed significant

and specific to the Group, and could potentially impact

its long-term performance. This prioritised list of principal

risks includes implemented mitigation measures. It’s

important to note that this list isn’t comprehensive of all

risks affecting the Company.

The Enterprise Wide Risk

Management Framework

As part of this year’s risk work referenced above, we have

begun to implement more standardised procedures

that are in line with the COSO framework, to improve

overall consistency, efficiency and quality in our risk

management practices across the Company. This project

is expected to continue throughout 2024.

Progressing the Risk

Management Framework

Audit, Finance,

and Risk

Committee

Board

• Ensures adequate risk

management and internal

controls are in place and

operating effectively

• Oversees the Group’s risk

management and internal controls

• Reviews and monitors the Group’s

principal risks

• Monitors and has oversight of

external audit

Executive

Leadership

Team

>>> Through an

EWRM Working

Group

• Manages the day-to-day

implementation of the Risk

Management Framework,

including ongoing

enhancements

Strategy Oversight Implementation

41BenevolentAI Annual Report 2023

Strategic report

Principal risks

1: Platform and technology

Risk description Mitigations

There is a risk that one or more existing commercial or

academic collaborations are terminated, or additional

collaborations are not forthcoming.

The Company maintains a close relationship with our

existing collaboration partners through joint steering

committee and/or other regular update meetings.

The Company validated the Benevolent Platform™ capability

in a 2019 Target ID collaboration with AstraZeneca, followed

by a second agreement in two new disease areas in 2022.

The Company signed a new strategic agreement with

Merck in September 2023 to deliver three novel small

molecule drug candidates.

In 2024, we are focused on securing further collaborations

to broaden our commercial revenue streams and reinforce

the external proof points for the Benevolent Platform™.

The Company is dependent upon the Benevolent

Platform™ to identify the right drug target for the

right disease, with the potential to fail in discovery

and design of molecules with therapeutic potential

orproduce non-commercially viable products for us

and our partners.

The Company continues to invest in the Benevolent

Platform™ and our teams to drive innovation.

By strategically diversifying drug discovery programmes across

various target indications, the Company not only mitigates

these risks but also maximises its chances of success.

The Benevolent Platform™ relies on external data

suppliers for its knowledge graph.

We mitigate this risk by utilising a multimodal approach

with different data sources. We sign multi-year

agreements where appropriate and also continue to invest

in the production of our own proprietary data.

2: Product pipeline, drug development and discovery

Risk description Mitigations

All our drug candidates are in the early preclinical

or clinical development stages and are not yet

commercially approved. There may be technical,

clinical or regulatory hurdles that could result in

delays, changes or abandonment of the development

programmes.

The Company accepts this risk but believes that its

approach has the potential to achieve a higher probability

of clinical success for assets developed utilising the

Benevolent Platform™.

We aim to have a broad mix of pipeline assets across

multiple stages of development and with varying risk

profiles for both the target (undrugged and drugged)

andthe compound (best-in-class and first-in-class).

We also partner with other larger, more experienced,

pharmaceutical companies on product development,

where appropriate.

We consult with regulators early in the development

process to understand any concerns identified and look

toremedy these ahead of time.

We rely on third-party CROs to meet our preclinical

andclinical development timelines.

The Company works with leading international blue chip

CROs in the development of its products to minimise this

risk. We have a robust vendor selection process.

Other companies may discover, develop or

commercialise products before us.

To mitigate this risk, the Company conducts a thorough

assessment (commercial, scientific, competing product

scanning, etc.) of the chosen indications it is seeking to

develop pharmaceutical products.

We aim to secure composition-of-matter patent protection

for all of our assets that are developed, alongside other

forms of IP protection as appropriate (“use” patents, etc.).

Risks continued

42 BenevolentAI Annual Report 2023

Strategic report

3: Operational

Risk description Mitigations

Failure to recruit, develop and retain the right people

may adversely affect the Company’s ability to achieve

its strategic objectives.

The recruitment processes of the Company are designed

to find and attract the most suitable candidates for

specific roles. In addition, the Company offers competitive

remuneration packages to help retain valuable employees.

The Company invests in the learning and development of

its employees.

Permanent employees are given the opportunity to

become shareholders of the Company through the

Company’s Long Term Incentive Plan.

Data security breaches and cyber-attacks may

compromise Company or third-party information,

affectreputation and result in financial losses.

The Company invests in a dedicated internal security

function, several industry-standard data and infrastructure

security tools, and cyber insurance.

Security controls are in place to protect data and

information systems, and more advanced monitoring,

detection, and prevention capabilities continue to

bedeveloped.

In 2023, the Company also expanded its compliance

and certification programme by obtaining the UK Cyber

Essentials Plus certification.

Failure to protect intellectual property (IP) that we

generate, and/or the potential for misuse of that IP

including through breach of confidential information,

misuse of trade secrets, or other loss of valuable IP both

in relation to our drug products, technology products,

and the Benevolent Platform™ could adversely impact

our ability to generate revenue or the overall value of

the Company.

The Company actively manages its IP, engaging with

patent attorneys and trademark specialists to apply for and

defend IP rights. We file appropriate patent applications for

all of our own internal drug pipeline assets (composition of

matter, use and formulation patents, etc.) as well as those

that protect the Benevolent Platform™ or other product

and technology innovation.

We provide training to the business on the importance of

strategic IP protection.

43BenevolentAI Annual Report 2023

Strategic report

4: Economic and financial

Risk description Mitigations

We may be unable to generate additional revenue

through out-licensing pipeline assets or signing new

collaborations. If macroeconomic conditions worsen we

may also be unable to raise sufficient capital as needed.

Both these risks may lead to delays or pausing of

pipeline programmes and/or further investment in the

Benevolent Platform™.

We raised gross proceeds of £186.8 million (€225 million)

in April 2022 through a de-SPAC transaction (see 2022

Annual Report) and extended our cash runway to at

least mid-2025 as part of a Company restructuring in the

summer of 2023.

Collaborations with AstraZeneca and Merck provide

current and near-term revenues, and the potential for

future milestones and revenues through the development

of pharmaceutical products.

We aim to add further commercial collaboration

agreements to broaden our revenue streams.

Changes to R&D tax credits may reduce the availability

of tax credits on R&D expenditure. This could reduce

R&D tax refunds on eligible expenditures and adversely

affect cash flow and cash runway.

Recent changes to the UK R&D tax credit scheme reduces

the proportion of tax credits receivable on the cost of

spend on research and development. This has been

incorporated into our financial forecasts and guidance.

Changes to be implemented in the near term will also

look to reduce the eligibility of claiming overseas spend,

with the Company looking to balance the absolute

procurement cost, quality and availability, with our ability

to claim any related R&D tax credits.

The Company also works with industry bodies and trade

associations such as the BIA to mitigate any potential risk

and help guide policy decisions.

We may not be able to out-license certain drug pipeline

assets in line with our stated strategy.

To mitigate this risk the Company engages with potential

licensing partners early in the asset’s development

cycle tounderstand the partners’ needs from a product

profileand clinical data perspective, as well as the overall

market opportunity.

5: Other

Risk description Mitigations

The Company is exposed to a potentially increased

compliance burden from new laws and regulations,

particularly upcoming AI laws in the EU, UK, US and

other jurisdictions. Further downstream, potential

changes to pharmaceutical pricing or other adverse

changes impacting the life sciences and AI industries

more generally could all affect the Company.

The Company regularly monitors developments in

key geographies and maintains strong relationships

with regulatory bodies and trade associations to

enable theCompany to respond rapidly to changes in

circumstances or events. The Company is preparing for

new legislation through proactive steps to establish an

AIgovernance framework.

Risks continued

Principal Risks continued

44 BenevolentAI Annual Report 2023

Strategic report

Climate risk impact

The Company’s ESG approach is discussed in the

Sustainability section of the Strategic report. The

Board has considered the impact of climate change in

relation to the carrying value of assets and any financial

exposures which could result in additional liabilities. The

Board continues to believe that there is no elevated level

of risk arising from climate change, and therefore any

impact on the financial performance or position of the

Group, for the year ended 31December 2023.

Ukraine and Middle Eastern conflicts

Management notes the ongoing war in the Ukraine,

and the sanctions being imposed on Russia by many

countries asa result.

Given the Group’s limited direct activities in the impacted

regions, management’s view and experience to date

is that these ongoing developments and sanctions

are not and are unlikely to have a significant direct

adverse impact on the financial results or operations

of the Group. Management continues to monitor the

developments closely and to take all necessary actions.

Interest rate risk, liquidity risk, and other

riskconsiderations

The Group, consistent with the normal shareholding

funding of companies such as BenevolentAI, has no

debt-attracting interest. Warrants, although included in

liabilities, are ultimately settled as shares or on a cashless

basis not requiring any funds to be paid by the Group.

The interest rate environment has allowed us to optimise

returns on cash and cash equivalents due to funding

received upfront as a capital-funded business.

Increases in interest rates have been considered in the

notional charge on our IFRS 16 lease accounting, which

are reflected as part of the lease modification and new

leases initiated in the year.

Liquidity is discussed in the Treasury management

section on page 64.

The Group’s risk management and financial instrument

assets and liabilities are discussed further in note 25 of

the consolidated financial statements, including market,

credit, liquidity and foreign exchange risk. The Group on

occasion may use simple hedging instruments such as

forward contracts to manage large cash inflows across

currency and ensure that cash ultimately held can be

matched to expected outflows, consistent with our

Treasury policy and how we managed foreign exchange

exposure. No outstanding instruments were held at the

end of 2022 or 2023, with any corresponding gains or

losses recognised in the period to which they relate.

The macroeconomic environment and

pandemic tail end

As the Group operates in the new normal post-

pandemic, supply chains are opening up, reducing

supply lead times and increasing access to scientific and

corporate consumables and supplies with few challenges

experienced in sourcing them on a timely basis.

Inflationary highs are starting to ease, although with

global instability, inflation remains an item that the

Group monitors as part of its routine purchasing and

forecasting activities.

We continue to focus on our staff to ensure strong

engagement and continued high productivity.

The Company has implemented a mandate for two days

a week in the office, and has optimised its real estate to

ensure it has the right facilities for staff to deliver on the

Company objectives. The Company continues to monitor

and assess if ways of working can be further enhanced.

45BenevolentAI Annual Report 2023

Strategic report

Board of Directors

Dr. François Nader M.D.

Chair

Dr. Joerg Moeller

Chief Executive Officer

Jean Raby

Non‑Executive Director and

Senior Independent Director

Appointment to the Board

April 2022, previously Chair of

BenevolentAI Ltd, appointed

July2021.

Experience andexpertise

François served as Acting CEO

of BenevolentAI between

September 2023 and February

2024. Prior, François was chief

executive officer of NPS Pharma.

During his tenure, he transformed

NPS Pharma into a leading

global biotechnology company

focused on delivering innovative

therapies to patients with rare

diseases. He won the Ernst and

Young National Life Science

Entrepreneur of the Year

award

in 2013 and was awarded the Ellis

Island Medal ofHonor

in 2017.

Before NPS, François was a

venture partner at Care Capital,

LLC. Prior, he served on the

NorthAmerica leadership

team of Aventis Pharma and its

predecessor companies holding

several executive positions

including senior vice president,

US integrated healthcare markets

and North America medical and

regulatory affairs. Previously,

he led the global commercial

operations at the Pasteur Vaccines

division of Rhone-Poulenc.

François is past chair of BioNJ,

Acceleron Pharma and Prevail

Therapeutics. He served as chair

of Acceleron Pharma, Prevail

Therapeutics, Neurvati Biosciences

and BioNJ and on theboard of

BIO, Baxalta NPS Pharma, Alexion,

Clementia Pharmaceuticals,

Advanced Accelerator Applications

andNoven.

François earned his French

doctorate in Medicine from

St.Joseph University in Lebanon

and a physician executive MBA

from the University of Tennessee.

Current external appointments

François currently serves as

board director of Moderna and

independent director of Ring

Therapeutics and as senior adviser

to Blackstone Life Sciences.

Appointment to the Board

January 2024.

Experience andexpertise

Before joining BenevolentAI,

Joerg served as executive vice

president, head of global research

and development and member

of the global leadership team of

LEO Pharma. He re-organised

and re-structured the global

research and development

organisation to support growth

and innovation ambitions of

the company.

Prior to LEO Pharma, Joerg was at

Bayer AG for over 20 years where

he held various executive roles

culminating in his appointment

as executive vice president, head

of pharmaceuticals research

and development and member

of the executive committee of

the pharmaceuticals division

of Bayer AG. During his time at

Bayer he successfully managed

development and global

product approvals, redefined

Bayer’s pipeline strategy and

initiated several drug discovery

collaborations with AI platform

companies and is a strong

advocate of this strategy.

Joerg graduated as a Doctor

of Medicine and holds a

PhD from Ruhr University

Bochum, Germany.

Current external

appointments

Joerg currently serves on the

board of Secura Bio, a privately

held US biotech company.

Appointment to the Board

April 2022.

Experience and expertise

Olivier is an accomplished

senior leader in the global

pharmaceutical industry, being

recognised for his strategic and

operational skills built on 20years

of general management and

ten years of medical/marketing

functional experience. Olivier

retired from Sanofi S.A. in

September 2019 after being its

chief executive officer since April

2015. Prior to joining Sanofi, he

was the chief executive officer

ofBayer HealthCare AG. From

2000 to 2013, he held a series

of leadership positions at Pfizer

of which president and general

manager of global specialty care

(2008 - 2009), global primary care

(2009 - 2012) before becoming

president and general manager

of the emerging markets and

established products business

units. Olivier was part of the Pfizer

executive team from 2010 to 2013.

Olivier studied medicine in Paris

where he specialised in infectious

diseases and tropical medicine

and holds a Master’s in Biology

and an Advanced Degree in

Cellular and Immunological

Pathophysiology. He is an

Honorary Fellow of the Royal

College of Physicians in London.

Current external

appointments

Olivier is currently a senior

adviser at Blackstone Life

Sciences, and serves as a

board director of Alnylam

Pharmaceuticals, BeiGene

Ltd, Dewpoint Therapeutics,

and AvenCell (Chair).Olivier

is on the board of directors of

the National Committee on

US-ChinaRelations.

Appointment to the Board

April 2022.

Experience and expertise

Jean is a partner at Astorg, a

Pan-European private equity

firm, which he joined in May

2022. Immediately prior to joining

Astorg, Mr. Raby was the co-chief

executive officer of Odyssey

Acquisition and a sponsor

principal; Odyssey Acquisition

was a special purpose acquisition

company listed in Amsterdam

in July 2021 that merged with

Benevolent AI in April 2022. Mr.

Raby is the former chief executive

officer of Natixis Investment

Managers and a former member

of the senior management

committee of Natixis.

Mr. Raby started his career as

a corporate lawyer with the

law firm Sullivan & Cromwell

in New York (1989 - 1992) and

in Paris (1992 - 1996). He then

spent 16 years in various roles

with increasing responsibilities

within the investment banking

division of Goldman Sachs in

Paris, where in 2004 he became

a partner and chief executive

officer of the division for France,

Belgium and Luxembourg. In

2006, Mr. Raby became co-head

of the Goldman Sachs’ Paris

office before becoming co-chief

executive officer of Goldman

Sachs in Russia in 2011. From 2013

to 2016, Mr. Raby was executive

vice president and chief financial

and legal officer of Alcatel-Lucent.

In 2016 and before joining Natixis

in 2017, Mr. Raby was appointed

chief financial officer of SFR.

Mr. Raby holds a Bachelor of Laws

degree (LLB) from Université

Laval, an M.Phil. in International

Relations from Cambridge

University and a Master of Laws

degree (LLM) from Harvard

Law School.

Current external

appointments

Jean is currently a partner

at Astorg.

Dr. Olivier Brandicourt

Non‑Executive Director

A NA N I IN D I

46 BenevolentAI Annual Report 2023

Governance

Prof Sir Nigel Shadbolt

Non‑Executive Director

Marcello Damiani

Non‑Executive Director

Dr. John Orloff

Non‑Executive Director

andWorkforce NED

Appointment to the Board

June 2022.

Experience and expertise

Susan is founder andmanaging

director of Susan Liautaud &

Associates Limited, anethics

advisory firm supporting global

organisations and leaders in

business, government and

the non-profit sector. She is

also founder of The Ethics

Incubator, a non-profit platform

for broadening debate about

ethics issues.

Susan holds a PhD in Social Policy

from the LSE; a Juris Doctor from

Columbia University Law School;

anM.A. in Chinese Studies from

University of London School of

Oriental and African Studies; a

M.A. and two B.A.s from Stanford

University. She teaches cutting-

edge ethics at Stanford University

having started her career as

a corporate lawyer atSullivan

& Cromwell.

She is author of two books: The

Power of Ethics and The Little

Book of Big Ethical Questions.

Current external

appointments

Susan serves as chair of council

(board of trustees) and chair of

governance committee for the

London School of Economics

and Political Science (LSE). She

also serves on a number of global

non-profit boards.

Appointment to the Board

April 2022, previously on

the Board of Directors of

BenevolentAI Ltd since July 2020.

Experience and expertise

Nigel is a leading researcher

in artificial intelligence, over

four decades he has published

hundreds of highly cited articles.

In 2009, along with Sir Tim

Berners-Lee, he was appointed

as information adviser to the

UK Government. In 2010, he

joined the UK Government’s

Public Sector Transparency

board overseeing the release

of Government open data.

Nigel continues to advise the

Government in a number of roles.

He has been a co-founder of

successful spin-outs based on his

AI research.

Nigel holds an undergraduate

degree in philosophy and

psychology from the University of

Newcastle and a post graduate

degree in artificial intelligence

from Edinburgh University.

Nigel was knighted in 2013

for services to science and

engineering.

Current external

appointments

Nigel is co-founder and chair of

the Open Data Institute, principal

of Jesus College, Oxford, and a

professor in the Department

of Computer Science at the

University of Oxford. He is a Fellow

the Royal Society, the Royal

Academy of Engineering, and the

British Computer Society.

Appointment to the Board

May 2023.

Experience and expertise

Marcello has over 25 years of

experience in senior executive

positions in both private and

publicly listed companies in

the aerospace, high tech and

biotech industries. From 2015

to 2022, he was the chief digital

and operational excellence

officer of Moderna Inc. (Nasdaq:

MRNA), where he has built the

technology, processes, and

digitisation landscape required

to advance a new class of

medicines based on mRNA

science. Before joining Moderna,

he served as senior vice president

and group chief information

officer of bioMérieux from 2010

to 2015, having joined in 2009

as executive director, IT global

infrastructure services.

Marcello holds an MBA from

TRIUM, an MSc in Information

Systems Architecture from

the University of Toulouse,

France, and a BSc in Computer

Science from the University of

Toulouse, France.

Current external

appointments

Marcello currently serves on

the board of Cellarity, a biotech

company based in Cambridge,

M.A, and is a senior partner at

Flagship Pioneering.

Appointment to the Board

April 2022, previously on

the Board of Directors of

BenevolentAI Ltd since

September 2021.

Experience and expertise

John was executive vice president

and global head ofresearch &

development at Alexion where

his leadership in expanding the

development pipeline from 3 to

30 programmes supported the

recent $39 billion acquisition of

Alexion by AstraZeneca. Prior to

Alexion, John was global head of

R&D and chief scientific officer

at Baxalta, and has also held

executive leadership roles with

Novelion, Baxter International,

Merck Serono, Novartis and

MerckResearch Laboratories.

Before entering the

biopharmaceutical industry,

Johnwas a faculty member

at the Yale University School

of Medicine. He holds an

undergraduate degree in

Chemistry from Dartmouth

College and earned his medical

degree from the University of

Vermont, College ofMedicine

andcompleted a fellowship in

Endocrinology and Metabolism

at Yale University School

of Medicine.

Current external

appointments

John is a venture partner at Agent

Capital and is a non-executive

director of Zenas BioPharma.

Dr. Susan Liautaud

Non‑Executive Director

Key to committee membership

N R I D A I R D I R D I

Remuneration Committee

Independent Directors

Chair of Committee

Audit, Finance and Risk Committee

Research and Development Committee

Nomination and Governance Committee

47BenevolentAI Annual Report 2023

Governance

Executive Leadership Team

Appointed to role

April 2022, having previously

beenCOO and held other

roles atBenevolentAI Ltd since

February 2014.

Skills and experience

Ivan has nearly 20 years of

experience working with early-

stage life science and technology

companies. He was a Co-Founder

of Benevolent having previously

worked as a venture capitalist at

IP Group Plc from 2005 to 2009

and at Nesta Investments from

2009 to 2014.

In 2013, Ivan helped launch

Genomics England Ltd, a

nationwide DNA sequencing

programme linking genomic

data with NHS records of patients

with rare disease and cancer.

Ivan holds a D.Phil. in Cognitive

Neuroscience from the

University of Oxford where

he also completed a year’s

postdoctoral research.

Appointed to role

September 2023.

Skills and experience

Catherine is an experienced

strategic finance professional

and chartered accountant with

over 25 years within the life

sciences industry. She was most

recently chief executive officer

of ReNeuron (AIM: RENE), a UK-

based leader in stem cell-derived

exosome technologies, having

previously been chief financial

officer. Prior to this, she was at

Oxford Biomedica plc (LSE: OXB),

a quality and innovation-led viral

vector Contract Development

and Manufacturing Organization

(CDMO), at a time of significant

growth for the company, where

as part of the finance leadership

team, she headed up corporate

development and investor

relations as well as worked

withthe board on various

strategic projects.

Previously Catherine had a

successful career in leading

healthcare banking teams, twelve

years of which were at partner

level, holding research analyst

and equity sales positions at

Morgan Stanley, ABN AMRO,

Nomura and Peel Hunt. She

started her career as a bench

scientist at Merck Sharp &

Dohme (MSD), before moving

into their finance department as

an accountant. Catherine holds

a first-class chemistry degree

and is a qualified Chartered

Management Accountant.

Appointed to role

April 2022, previously in this

role atBenevolentAI Ltd since

September 2019.

Skills and experience

Anne has over 25 years

ofexperience in pharma and

biotech and has worked on

drugdevelopment, from early

discovery to late stage and across

a wide range of therapeutic

areas including fibrosis, pain,

arthritis and rheumatology, and

neurodegeneration.

Before joining BenevolentAI,

Anne worked for Pfizer where

she was head of pharmacology

and chief operating officer for

Pfizer, UK, and where she was

responsible for the generation of

primary and secondary data to

support the portfolio. Prior to that,

she was executive vice president

head of research at the biotech

Mission Therapeutics.

Anne holds a Bachelor of Science

and PhD in Genetics from the

University of Liverpool.

Catherine Isted

Chief Financial Officer

Dr. Ivan Griffin

Co‑Founder

Dr. Anne Phelan

Chief Scientific Officer

Appointed to role

January 2024.

Skills and experience

Before joining BenevolentAI,

Joerg served as executive vice

president, head of global research

and development and member

of the global leadership team of

LEO Pharma. He re-organised

and re-structured the global

research and development

organisation to support growth

and innovation ambitions of

the company.

Prior to LEO Pharma, Joerg was at

Bayer AG for over 20 years where

he held various executive roles

culminating in his appointment

as executive vice president, head

of pharmaceuticals research

and development and member

of the executive committee of

the pharmaceuticals division

of Bayer AG. During his time at

Bayer he successfully managed

development and global

product approvals, redefined

Bayer’s pipeline strategy and

initiated several drug discovery

collaborations with AI platform

companies and is a strong

advocate of this strategy.

Joerg graduated as a Doctor

of Medicine and holds a

PhD from Ruhr University

Bochum, Germany.

Dr. Joerg Moeller

Chief Executive Officer

48 BenevolentAI Annual Report 2023

Governance

Dr. Daniel (Danny) Neil

Chief Technology Officer

Appointed to role

April 2022, previously in this

roleatBenevolentAI Ltd since

March2019.

Skills and experience

Will has 20 years’ legal experience

having held senior legal and

policy positions at Microsoft,

Skype and BT, where he played

akey role inenabling growth

through innovative approaches

tolaw andregulation.

Will studied law at the

Universityof Bristol, and

then trained and qualified

asasolicitor in the intellectual

property and technology

practice oftheLondon office

ofNortonRose Fulbright.

Appointed to role

September 2022.

Skills and experience

Anna has led global talent

teams for more than 20

years, specialising in talent,

performance, leadership and

delivering complex change

programmes.

Prior to joining BenevolentAI,

Anna worked as chief people

officer at the digital health

company, Kry Livi. Anna

previously worked as senior vice

president talent at Refinitiv and

as senior director of talent at

Johnson & Johnson, Microsoft

and Amazon.

Anna isatrained executive coach

andregular speaker at global

conferences on the future of

work,culture, female leadership

anddiversity.

Appointed to role

April 2022, previously in this role

atBenevolentAI Ltd since January

2022, having joined in 2017.

Skills and experience

Danny has worked atthe

intersection of technology and

biology for over 15 years. Aftera

Foundation in Biomedical

Computation at Stanford,

heworked as a technology

consultant with Accenture in

Silicon Valley before obtaining

aPhD in Switzerland at ETH

Zurichin machine learning

andneuroscience.

He is the author ofmore than

40 publications andpatents

in research areas spanning

biologically motivated machine

learning, algorithm development,

and neuroscience, with over 3,000

scientific articles citing his work.

Anna Fullerton-Batten

Chief People Officer

Will Scrimshaw

General Counsel and

CompanySecretary

Appointed to role

September 2023.

Skills and experience

Christina has over 25 years of

experience at the intersection

of technology and life sciences,

having held key executive roles at

industry-leading companies such

as Google, IBM Watson Health,

IBM and PwC.

Christina has spent the majority

of her career advising and

supporting the life science

industry, collaborating with

companies such as Novartis,

Roche, Bayer and GSK as well as

other leading pharmaceutical

and biotech companies.

Christina is responsible for

leveraging the BenevolentAI

Platform™ to maximise revenue

generation across all the revenue

pillars of the Company.

Christina Busmalis

Chief Revenue Officer

49BenevolentAI Annual Report 2023

Governance

BenevolentAI is a Luxembourg registered company

that is traded on Euronext Amsterdam. Consequently,

the Company is not required to adhere to either the

Ten Principles of Corporate Governance adopted by the

Luxembourg Stock Exchange (which is only applicable to

Luxembourg law-governed companies that are traded on

the Luxembourg Stock Exchange) or to the Dutch Corporate

Governance Code (applicable to companies incorporated in

the Netherlands and listed on a regulated market).

The corporate governance framework of the Company

is therefore based on applicable Luxembourg laws, the

Articles of Association and its internal regulations, in

particular the Rules of the Board, which are available on

the Company’s website. The Board considers that the

Quoted Companies Alliance (QCA) Corporate Governance

Code 2018 (the “QCA Code”) provides an appropriate and

suitable governance framework for a group of our size

and complexity. Consequently, the Board has adopted the

QCA Code. The Board believes that the application of the

QCA Code supports the Company’s long-term success

whilst simultaneously managing risks and provides an

underlying framework of commitment and transparent

communications with stakeholders.

The Board confirms that BenevolentAI complied with each

of the ten principles of the QCA Code throughout the year

ended 31 December 2023. Details of how the principles of

the QCA Code have been applied and how governance

operates at BenevolentAI have been summarised in this

Governance report and elsewhere in the 2023 Annual

Report and Accounts as set out below.

No Principle Disclosure in the 2023 Annual Report and Accounts

1 Establish a strategy and business model which promote long-term

value for shareholders

Pages 7 to 19 and 58

2 Seek to understand and meet shareholder needs andexpectations

Pages 24, 58, 59 and 61

3 Take into account wider stakeholder and social responsibilities

andtheir implications for long-term success

Pages 24, 25 and 58 to 61

4 Embed effective risk management, considering both opportunities

and threats, throughout the organisation

Pages 41 to 45 and 58, 63 and 64

5 Maintain the Board as a well-functioning, balanced team led

by the Chair

Pages 51 to 55 and 69 to 73

6 Ensure that between them the Directors have the necessary

up-to-date experience, skills and capabilities

Pages 46, 47, 52, 69 to 73

7 Evaluate Board performance based on clear and relevant objectives,

seeking continuous improvement

Pages 56 and 57

8 Promote a corporate culture that is based on ethical values

andbehaviours

Pages 30, 31 and 59 to 61

9 Maintain governance structures and processes that are fit for purpose

and support good decision-making by the Board

Pages 50 to 55 and 65, 68, 74 and 76

10 Communicate how the Company is governed and is performing

by maintaining a dialogue with shareholders and other relevant

stakeholders

Pages 24, 25, 58 to 61 and the committee

reports from page 65 to 90

The Board noted that a revised Quoted Companies Alliance Corporate Governance Code (the “Revised QCA Code”) was

published and will be applicable for financial years beginning on 1 April 2024. The Company will be considering the

recommendations of the Revised QCA Code and any amendments to governance processes that might be desired or

required arising from the changes.

In addition, going forward in future years the Company will additionally seek to align its practices, where appropriate,

with the recommendations of the UK Corporate Governance Code, considering both the current 2018 and the

revised 2024 code, (the “UKCGC”), subject to any necessary modifications or alternative approaches considering the

Company’s size, complexity, business and stage of development. Progress made during 2023 includes:

• appointment of the Senior Independent Director and the Workforce NED;

• approval of the Board Diversity Policy;

• annual review and alignment of the Rules of the Board and Terms of References of the committees to the

recommendations of the UKCGC;

• change to the membership of the Audit, Finance and Risk Committee which no longer includes the Chair of the

Board; and

• enhanced Board and committees’ evaluation process including the evaluation of individual Directors and the Chair

of the Board.

Corporate Governance Statement

50 BenevolentAI Annual Report 2023

Governance

Corporate Governance Framework

Maintaining the highest standards of governance is integral to the successful delivery of our strategy. The Company’s

robust and effective governance framework is a key foundation of our strong corporate governance and ensures

that the Board, its Committees and the Executive Leadership Team are effective in both making decisions and

maintainingoversight.

Board

The Board is collectively responsible for promoting the long-term sustainable

success of the Company and generating value for all stakeholders. The Board

provides effective leadership, sets the purpose and strategic direction of the

Company and ensures our culture and values are aligned with our strategy. The

Board also provides rigorous challenge to the Executive Leadership Team and

ensures the Group maintains effective risk management and internal control

systems. More information on the role and responsibilities of the Board can be

found in the Company’s Articles of Association and the Matters Reserved to the

Board, which are available on the Company’s website. The rules governing the

amendment of the Articles of Association can be found in article 13.35 of the

Company’s Articles of Association.

Chief Executive Officer (CEO) and the Executive Leadership Team (ELT)

Responsibility for the development and implementation of the Company’s strategy and overall commercial and

operational objectives, and the day-to-day running of the business rests with the CEO, who is supported by the ELT.

See more on pages 54 and 48 and 49.

Audit, Finance and

Risk Committee

See pages 65 to 67

Remuneration

Committee

See pages 76 to 90

Nomination and

Governance

Committee

See pages 68 to 73

Research and

Development

Committee

See pages 74 and 75

Corporate Governance report

51BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

Board composition

As at the date of this report, the Board comprised

eightDirectors: an Independent Non-Executive

Chair, one Executive Director and six Independent

Non-Executive Directors.

Following recommendation from the Nomination and

Governance Committee, the Board appointed Marcello

Damiani as an Independent Non-Executive Director with

effect from 4 May 2023 to fill the vacancy created by the

resignation of Michael Brennan on 30 September 2022.

The appointment of Marcello Damiani as Non-Executive

Director was approved by shareholders at the Company’s

2023 Annual General Meeting.

Dr. Jackie Hunter retired from the Board as a Non-

Executive Director on 21 June 2023. Following due and

careful consideration, including consideration of the

strategic review of the business in 2023 and related

organisation changes and the recommendation of the

Nomination and Governance Committee, the Board

agreed not to fill the vacancy on the Board created

by Dr. Jackie Hunter’s retirement at this time. The

Board considered the overall reduced headcount of

the Company, the balance of skills and experience

of the Board as set out on page 69 and the result of

the 2023 Board evaluation, and concluded that the

size and composition of the current, eight member

Board was appropriate to promote the long-term

sustainable success of the Company for the benefit

ofallstakeholders.

Post-year end, following recommendation from the

Nomination and Governance Committee, the Board

appointed Dr. Joerg Moeller as Executive Director and

CEO with effect from 24 January 2024 to fill the vacancy

created by the resignation of Joanna Shields on 21

September 2023. In order to provide the Company with

continuity while the CEO search process was underway

in the period from 21 September 2023 until 24 January

2024, Dr. François Nader assumed the role of Acting CEO

on an interim basis, while maintaining his Chair of the

Board role and responsibilities. Upon the appointment

of Dr. Joerg Moeller as Executive Director and CEO,

Dr. François Nader stepped down as Acting CEO and

reverted to his position as Independent Non-Executive

Chair of the Board.

The Board recommends the appointment of Dr. Joerg

Moeller as Executive Director for shareholder approval at

the Company’s 2024 Annual General Meeting.

The rules governing the term of office, appointment,

removal and replacement of Directors are set out in

articles 15.4 to 15.7 of the Articles of Association of the

Company, which is available on the Company’s website.

The composition of the Board is subject to regular review

by the Nomination and Governance Committee which,

in particular, considers the balance of skills, experience,

tenure and independence of the Board.

The Nomination and Governance Committee ensures

diversity features strongly in its work on succession

planning, in accordance with the Board Diversity Policy,

which is available on the Company’s website. Any new

appointments to the Board result from a formal, rigorous

and transparent procedure, are based on merit and

objective criteria and promote diversity of gender, social

and ethnic background, and cognitive and personal

strengths, responsibility for which is delegated to the

Nomination and Governance Committee (although

decisions on Board appointments are a matter reserved

for the Board).

The Board and the Nomination and Governance

Committee have spent a significant amount of time

considering Board succession during the course of the

year and are satisfied that the Board has the right mix

of skills, experience, diversity and capabilities to provide

effective challenge and deliver the strategy of the

Company for the benefit of all stakeholders.

Further information on Board changes during the

course of the year and the work of the Nomination and

Governance Committee in this regard can be found on

pages 69 and 70. Details of the Directors’ experience,

career background, external appointments, tenure,

independence and Board committee membership can

be found in their biographies on pages 46 and 47 and

details of their respective key skills and competencies

on page 69.

The Board recognises the importance of ensuring

that Directors’ skills and knowledge are refreshed and

updated regularly, given the dynamic business and

regulatory environment in which the Company operates.

The Chair, supported by the Company Secretary, is

responsible for identifying and seeking to meet the

development needs of both individual Directors and the

Board as a whole to ensure they continue to discharge

their duties effectively. Directors are encouraged to

highlight specific areas where they feel their skills or

knowledge would benefit from further development as

part of the annual Board evaluation process. Training

opportunities are provided through internal meetings,

presentations and paper briefings by members of the

ELT and senior management, as well as external advisers

as appropriate. Further information on our Board training

and development programme can be found on pages

71 and 72.

The Board also recognises the importance of providing

new Directors with a thorough briefing and induction on

joining the Board. The aim of the induction programme

is to give Directors the tools and information that they

need in order to gain an in-depth understanding of the

business of the Company so that they swiftly contribute

to the Board’s deliberations and bring their considerable

skills, experience and expertise to the boardroom.

Further information on the induction process of new

Directors can be found on page 71.

The Board delegated authority to the Nomination

and Governance Committee to assist the Board in its

consideration of time commitment, conflicts of interest

and independence of the Directors, as part of its

governance oversight role. Further information on these

matters can be found on page 71 and in the Directors’

biographies on pages 46 and 47.

52 BenevolentAI Annual Report 2023

Governance

Senior

Independent

Director (SID)

Jean Raby

In addition to his responsibilities as a Non-Executive Director, the SID also carries out the

following duties:

• Provides support and acts as a sounding board for the Chair

• Serves as an intermediary for the Non-Executive Directors, as appropriate

• Acts as an alternative point of contact for shareholders who wish to discuss matters which cannot

be resolved through the normal channels of communication via the Chair, CEO and CFO

• Leads the annual appraisal of the Chair’s performance by the Non-Executive Directors

Designated

Non-Executive

Director for

employee

engagement

(Workforce NED)

Dr. John Orloff

In addition to his responsibilities as a Non-Executive Director, the Workforce NED also

carries out the following duties:

• Engages with employees to understand their views and concerns at least bi-annually by way of both

virtual and in-person meetings with employees

• Reviews and considers insight driven by employee engagement surveys with the Chief

People Officer

• Articulates employee views and concerns in Board meetings and ensures that the Board takes

these into account in its decision making

• Provides feedback to the employees on how their views and concerns have been considered and

addressed by the Board

ESG Board

Representative

Dr. Susan Liautaud

In addition to her responsibilities as a Non-Executive Director, the ESG Board

Representative also carries out the following duties:

• Receives and considers reports and updates from the ESG Lead Team of the Company, which

is a cross-functional team including representatives from the Legal, Finance, Investor Relations,

Communications, People and Facilities functions

• Provides guidance related to ESG matters and oversees the development of ESG related

Company policies

• Provides an update to the Board on ESG matters at least bi-annually

• Ensures that the Board takes ESG considerations into account in its decision making, monitors the

inclusion of sustainability-related matters in strategy, budget and major capital expenditures

Chair

Dr. François Nader

• Leads the Board and is responsible for its effectiveness

• Ensures that the Board as a whole plays a full and constructive part in the development,

determination and approval of the Company’s strategy and overall commercial and operational

objectives, and oversees their implementation

• Sets meeting agendas and ensures timely dissemination of information to the Board to support

sound decision making and allow for constructive discussion, challenge and debate, in consultation

with the CEO and the Company Secretary

• Promotes an inclusive and open culture in the boardroom and facilitates effective and constructive

relationships and communications between Executive and Non-Executive Directors

• Leads the annual review of the Board’s effectiveness

• Ensures the views of all stakeholders are understood and considered appropriately in Board

discussion and decision making

• Promotes the highest standards of integrity, probity and corporate governance, assisted by the

Company Secretary, and demonstrates objective judgement

Roles and division of responsibilities

There is clear division between Executive and Non-Executive responsibilities which ensures accountability and

oversight. The responsibilities of the Chair of the Board and the CEO are well-defined and their roles are separately

held, except for the period from 21 September 2023 until 24 January 2024, during which time Dr. François Nader

assumed the role of Acting CEO on an interim basis, while maintaining his Chair of the Board role and responsibilities

in order to provide the Company with continuity whilst the CEO search process was underway. Jean Raby, Senior

Independent Director, worked closely with Dr. François Nader to provide support in this period and was available both

to members of the Board and shareholders.

53BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

How the Board operates

The operation of the Board is supported by the collective

and diverse skills and experience of the Directors. This

enables the Board to reach decisions in a focused and

balanced way, supported by independent thought and

constructive debate between the Directors. Trust and

mutual respect are the cornerstones of relationships

between the Directors, with a Board dynamic that

supports open and honest conversations to ensure decisions

are taken for the long-term success of the Company in

full consideration of the impact upon all stakeholders.

The Board is committed to maintaining a comprehensive

schedule of meetings and a forward agenda to ensure its

time is used most effectively and efficiently.

• Provide diverse perspectives, independent insight and support based on relevant experience,

knowledge and expertise

• Constructively challenge and assist in the development of strategy and monitor the delivery of the

strategy within the risk and internal control framework set by the Board

• Review the integrity and effectiveness of the Group’s financial reporting, risk management and

internal control systems

• Have a key role in succession planning for the Board, ELT and Senior Management and consider

their remuneration

• Serve on Board committees and contribute to the effectiveness of those committees

• Constructively challenge and support the Executive Director and the ELT

• Engage with internal and external stakeholders as appropriate, feedback insights to the Board and

ensure stakeholder views are taken into account in Board decision making

• Promote the highest standards of integrity, probity and corporate governance, and uphold the

cultural tone of the Group

• Devote sufficient time to the Company to meet their responsibilities

Independent

Non-Executive

Directors

All Non-Executive

Directors including

the Chair are

considered to

be independent

as at the date of

this report.

• Develops and proposes the Company’s strategy, overall commercial and operational objectives,

annual budget and financial plan, taking into account the interests of all stakeholders, in

consultation with the Chair, the Board and the ELT

• Implements and delivers the Company’s strategy and overall commercial and operational objectives

as agreed and approved by the Board

• Regularly reviews the commercial and operational performance and strategic direction of the

Company’s business as well as its organisational structure and recommends changes as appropriate

• Provides effective leadership and day-to-day running of the Group

• Ensures risks are rigorously managed and that the Group maintains effective and robust risk

management and internal control systems

• Ensures the Chair and Board are advised and updated regarding any key matters and facilitates a

strong link between the business and the Board to support effective communication

• Maintains an active dialogue with shareholders and other stakeholders and advises the Board accordingly

• Promotes a diverse, inclusive and supportive Company culture that fosters innovation and creativity,

and ensures the Group operates in line with its values in achieving its objectives

• Promotes and conducts the affairs of the Group with the highest standards of integrity, probity and

corporate governance

Executive

Director and CEO

Dr. Joerg Moeller

• Acts as Secretary to the Board and all its Committees and ensures compliance with Board procedures

• Ensures the Board and its Committees receive relevant and timely information in order to operate

effectively and facilitates good information flows between the Directors, ELT and senior management

• Provides advice on legal, compliance and corporate governance matters

• Supports the Chair with Board procedures by facilitating: the new Directors’ induction

programme, the Non-Executive Directors’ training and professional development, the evaluation

of the effectiveness of the Board, its Committees, the Chair and individual Directors, and the

Non-Executive Directors’ engagement plans with the business asappropriate

General Counsel

and Company

Secretary

(nota Board

member)

Will Scrimshaw

The annual schedule of Board and Committee meetings

are timed around the Group’s financial calendar and are

held in March, June, September and December each

year. The Board considers that four scheduled meetings

per year remains appropriate and there are processes

in place to convene additional Board meetings when

considered necessary.

During the year, the Board held a total of nine meetings:

four scheduled and five ad-hoc. The additional meetings

were held in April, May and September to consider

ad-hoc matters, including the strategic review of

the business and leadership changes. Written Board

Resolutions were also passed as and when required to

address ad-hoc matters.

Roles and division of responsibilities continued

54 BenevolentAI Annual Report 2023

Governance

Board member Role

Meeting attendance in 2023

Scheduled meetings Ad-hoc meetings

Dr. François Nader Chair and in the additional, interim role of Acting

CEO in the period from 21 September 2023 until 24

January 2024

4/4 5/5

Joanna Shields Executive Director and CEO until 21 September 2023 3/3 5/5

Jean Raby Non-Executive Director and SID 4/4 5/5

Dr. Olivier Brandicourt Non-Executive Director 4/4 4/5 *

Dr. John Orloff Non-Executive Director and Workforce NED 4/4 4/5 *

Prof Sir Nigel Shadbolt Non-Executive Director 4/4 5/5

Dr. Susan Liautaud Non-Executive Director and ESG Board

Representative

4/4 5/5

Marcello Damiani Non-Executive Director from 4 May 2023 3/3 2/2

Dr. Jackie Hunter Non-Executive Director until 21 June 2023 2/2 3/4 *

* Dr. Olivier Brandicourt, Dr. John Orloff and Dr. Jackie Hunter were not able to attend one ad-hoc Board meeting each organised at short

notice during the year due to other commitments.

Board and committee meetings follow a clear agenda,

supported by reports and presentations from both

internal stakeholders as well as external advisers and

consultants. Directors are provided with the papers in

a timely manner to allow sufficient time for a detailed

review. Members of the ELT and senior management

are invited to attend Board and Committee meetings

to present an update on performance and forward

focus of their specific areas of responsibility. The chairs

of each committee provide a report to the Board on

the proceedings of the committee at each scheduled

Board meeting and make recommendations to the

Board, as appropriate. To further assist information

flows between the Board and its committees, there are

cross-memberships of the committees as set out in

the Directors’ biographies on pages 46 to 47 and in the

respective committee reports.

All matters on the agenda of Board and committee

meetings are given due consideration. All Directors

have access to the advice and services of the Company

Secretary, who is responsible for advising the Board on all

governance matters, ensuring that the Board procedures

are followed and that applicable laws and regulations are

complied with. The Directors may also take independent

advice at the Company’s expense if they feel this

isappropriate.

After each scheduled Board and committee meeting,

and if appropriate after ad-hoc meetings, the Chair of

the Board and the chairs of the respective committees

meet the Non-Executive Directors without the Executive

Director and members of the ELT being present. The

Chair maintains regular contact with the Non-Executive

Directors, CEO, CFO, the Company Secretary and other

members of the ELT outside of meetings as part of his

role to provide leadership to the Board.

The Board also appreciates the importance of informal

opportunities to meet. These include Board dinners,

where the Board meets in an unofficial capacity to

connect and discuss matters of business.

The Board also recognises the importance of meeting

members of senior management and employees outside

of formal Board and committee meetings. In 2023, these

engagement activities included employee engagement

sessions of the Workforce NED, meetings of the ESG

Board Representative with members of the cross-

functional ESG Lead Team, regular informal meetings

of the members of the Research and Development

Committee with senior members of the Company’s Drug

Discovery and Product and Technology teams during

the strategic review process to provide guidance and

recommendation regarding the development of Drug

Discovery programmes and Knowledge Exploration tools.

These unstructured opportunities allow the Board to

build relationships with each other and the employees,

emphasising diversity of thought and encouraging a

culture of openness.

How the Board operates continued

The Directors are expected to attend all meetings of

the Board and the committees on which they serve,

and to devote sufficient time to the Company’s affairs,

to enable them to fulfil their duties as Directors. If

a Director is not able to attend a meeting either for

exceptional circumstances or prior commitments, they

are encouraged to provide comments and observations

to the Chair of the Board or the respective committee,

so these can be taken into consideration at the meeting.

Directors are also encouraged to attend committee

meetings of which they are not a member as and when

appropriate to gain a well-rounded understanding of the

matters considered by the committees.

Directors’ attendance at Board meetings is set out in

the table below. Details of attendance at committee

meetings can be found in the respective committee

reports on pages 65, 68, 74 and 76.

55BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

Board evaluation

In line with the principles of the QCA Code, a formal and rigorous evaluation of the effectiveness of the Board,

itscommittees, the Chair and individual Directors is undertaken on an annual basis.

The annual evaluation and performance review process provides the Board, and its committees, with an opportunity

to consider and reflect on their composition and diversity, the quality and effectiveness of their decision making, the

range and level of discussion, and for each Director to consider their own contribution and performance. The process

also provides an opportunity to identify areas for improvement or development to enhance the effectiveness and

capabilities of the Board as a whole. This year, the evaluation was internally facilitated by the Chair with the assistance

of the Company Secretary. The Board will consider externally facilitated evaluation on a periodic basis, as appropriate.

The Board evaluation process

Step 1

May/June 2023

The Company Secretary undertook

a detailed review of the 2022 Board

evaluation process and its feedback,

and used this to develop the

approach for 2023, incorporating

recommendations of the QCA Code

and the FRC Guidance on Board

Effectiveness and including two

new elements: the evaluation of the

Chair and the individual Directors.

Step 2

June 2023

The Nomination and Governance

Committee reviewed and approved

the proposed scope and format of

the 2023 Board evaluation.

Step 3

October/November 2023

The Directors completed a

questionnaire focusing on Board

composition and succession, Board

dynamics, strategy, management

oversight, risk, culture, stakeholder

engagement, ESG, Board meeting

management and support,

training and development and the

Board’s committees. The Directors

also completed a self-evaluation

questionnaire to assess and reflect

on their own performance. The

Directors rated questions on a

sliding scale score and were also

encouraged to provide additional

open feedback in comment boxes.

Step 4

November 2023

The Company Secretary compiled

the individual responses, including

analysis of themes and proposed

actions. A detailed report, setting

out the findings of the evaluation,

was provided to the Chair for

consideration. The Chair and the

Company Secretary discussed the

findings, with the resulting report

being tabled to the Nomination and

Governance Committee and the

Board in December 2023.

Step 5

December 2023

The Nomination and Governance

Committee and the Board

considered the overall outcome

and feedback of the 2023 Board

evaluation process and agreed the

key areas of focus for 2024. The Chair,

alongside the Company Secretary,

will support the implementation of

the key actions. Progress against the

key areas of focus will be reported in

the 2024 Annual Report.

The findings of theevaluation process

were fully consideredduringthe

Nomination and GovernanceCommittee

and the Board succession planning

activities and specifically when making

recommendations in respect of the

appointment of new Directors.

Step 6

December 2023

The evaluation of the performance

of the Chair was carried out at a

meeting of the Non-Executive

Directors, led by the Senior

Independent Director, without the

Chair being present. The outcome

of the discussion was conveyed by

the Senior Independent Director to

the Chair.

The 2023 Board evaluation concluded that the Board and its Committees continue to be effective, all Directors

continue to make valuable contributions based on experience and knowledge, demonstrate considerable

commitment and time to their roles and the Non-Executive Directors provide constructive challenge. It was also

concluded that the Chair is highly respected and is valued for his industry knowledge and experience as well as his

transparency and overall Board leadership skills. The Board is satisfied that the Chair continues to be effective and

shows a high level of commitment and dedication in discharging his responsibilities.

The key theme highlighted by the 2023 Board evaluation was positive Board dynamics and effective decision making.

The Directors foster a culture of open and constructive debate, undertaken by a respectful, cohesive and appropriately

challenging Board. The evaluation also signalled minor areas for improvement, details of which together with progress

against actions identified in 2022 can be found on page 57.

56 BenevolentAI Annual Report 2023

Governance

Board evaluation continued

Key areas of focus identified in 2022 Progress made in 2023

Board, ELT and Senior

Management succession

planning

Succession planning was a significant area of focus in 2023. A new Non-Executive

Director, Marcello Damiani joined the Board during the year and the ELT was

strengthened by the appointment of Catherine Isted as new Chief Financial Officer

and Christina Busmalis as Chief Revenue Officer. The Committee also considered

candidates for the Executive Director and CEO and additional NED position.

Succession planning has been added to the agenda of each scheduled Nomination

and Governance Committee meeting reflecting the strategic importance of

the matter.

Employee engagement Dr. John Orloff was appointed as Workforce NED in March 2023. Further information

can be found on pages 53 and 60.

Meeting management and

support

The Board, in its first year of operation, delegated authorities to its committees as set

out in the Matters Reserved to the Board document, reducing the length of Board

meetings and the complexity of Board materials.

The format of the agenda, presentations, reports, minutes and documents setting

out matters arising from each meeting have been formalised and aligned across the

Board and all committees.

Board training An annual training and development programme was developed for the Board.

Further information can be found on pages 71 and 72.

Key areas of focus identified in 2023 Feedback, recommendations and actions planned for 2024

Board, ELT and Senior

Management succession

planning

Succession planning continues to be an area of focus in 2024 and beyond. The

Nomination and Governance Committee continues embedding the processes

established in 2023 and increasing Board-level oversight by providing an annual

succession planning review to the Board, as well as periodic updates as appropriate.

The induction process of Marcello Damiani received positive feedback in 2023 and,

continuing with the established framework, the Chair and the Board are committed

to providing support and promoting a thorough induction for the newly appointed

Executive Director and CEO.

Strategy The strategy continues to be well formulated with more time dedicated at each

scheduled Board meeting to discuss progress against strategy, its evolution relative

to competition and its implementation. A dedicated, annual strategy review session

continues to be on the agenda of the scheduled Board meeting in June.

The Board will increase focus on competitive intelligence and understanding of the

Company’s performance against its competitors.

Risk The Audit, Finance and Risk Committee keeps visibility of emerging risks,

opportunities and trends specific to the Company and the industry in which it

operates. In order to enhance Board-level oversight, the Audit, Finance and Risk

Committee provides an annual review of the Risk Management Framework and

principal risks to the Board, as well as periodic risk updates as appropriate. Further

information on Board oversight of risks can be found on pages 41 to 45.

Culture and retention The Board reflected on the organisational changes and collective consultation

process carried out in 2023 and their impact on the Company’s culture. The Board

recognises it has a role to set the tone on values and behaviours from the top by

demonstrating and promoting values-driven behaviour across the organisation.

Further information on the Board’s commitment to monitor culture can be found

on pages 59 to 61.

Board and committee support The result of the 2023 Board evaluation reflected a significant improvement in this

area in the first year of operation of the Board and its committees. Members of the

Board and the ELT are committed to promoting the highest standards of integrity,

probity and corporate governance and foster high-quality information flow to

support effective decision-making.

Board training The Directors continue to maintain a commitment to ongoing learning and

development opportunities.

57BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

Board activities

The table below sets out the key areas of Board focus during the year. It also highlights the key stakeholders

considered in Board discussions and decision making. Further information on how the Company engages with its key

stakeholders can be found on pages 24 and 25.

Matters approved Matters considered

Key stakeholders

considered

Strategy and

operations

• Strategic plan, following

a strategic review of the

Group’s business, and

organisational changes as

announced on 25 May 2023

• Strategic collaboration with

Merck KGaA as announced

on 20 September 2023

• Alignment of Company objectives with the

strategic plan

• Assessment of the Company’s Drug Discovery

portfolio with the aim of optimising the

pipeline by focusing on the most advanced

and high potential assets originated by the

Company’s AI platform with the purpose of

progressing them to their appropriate value

inflection points

• Updates on potential partnerships and other

business development opportunities

• Deep-dives on the Company’s evolving suite of

Knowledge Exploration tools

• Leadership changes

Finance and

risk

• 2022 year-end financial

statements and results,

2023 interim financial

statements and results,

related announcements and

investor presentations

• 2023 audit plan and fees of

the external auditor

• 2024 annual budget

• Independence, objectivity and effectiveness of

the external auditor, including 2022 audit scope

and fee changes, and recommendation for

reappointment by the shareholders

• Impact of the strategic review of the Group’s

business and related organisational changes

on the Group’s cash runway and mid-year

forecast review

• Investor Relations update at each scheduled

Board meeting

• Risk, Treasury and R&D Tax regime updates

ateach scheduled Board meeting

• Monthly CFO reports

• Annual review of the Delegation of Authority

framework of the Group

• Renewal of the Group’s Directors and Officers

Liability Insurance

• Annual Data Protection report and taking

part in Board training on data protection and

cybersecurity

People and

culture

• 2023 Company performance

rating and related

short-term incentives of

the employees

• 2024 Company objectives

• Annual salary review

• Settlement of awards under

the Company’s 2016 Share

Option Plan as set out on

pages 78, 86 and 87 of the

Remuneration report

• Grant of awards under the

Company’s 2022 Long Term

Incentive Plan

• Annual review and approval

of key compliance policies,

including a Code of

Ethics, forming part of the

Company’s existing Code of

Business Conduct

• Impact of the strategic review of the Group’s

business and related organisational changes

on the Group’s employees, including oversight

of the collective consultation process and

consideration of retention proposals, see page

61 for further information on Board oversight of

the organisational changes and their impact on

Company culture

• Reinforcement of Company values and

their alignment with the strategic plan and

Company objectives

• Review of the Company’s 2022 Long Term

Incentive Plan

• Monitoring employee sentiment through the

engagement activities of and update received

from the Workforce NED

• People update from the CPO at each

scheduled Board meeting focusing on

succession planning, recruitment, talent, career

development, retention, and diversity and

inclusion, as appropriate

58 BenevolentAI Annual Report 2023

Governance

Employees

Partners and

collaborators

Patients

Communities

Shareholders

Suppliers

and vendors

Key to stakeholders

Matters approved Matters considered

Key stakeholders

considered

Governance • Inaugural 2022 Annual

Report and Accounts

• Implementation and

evolution of sustainability

governance framework and

ESG strategy

• Appointment of SID and

Workforce NED

• Appointment of a new

Non-Executive Director,

CFO and CRO and transition

of the Executive Director

and CEO role

• Board Diversity Policy

• Action plan arising from the

2023 Board evaluation

• Annual review of the Rules

of the Board, Matters

Reserved to the Board and

Terms of Reference of the

committees

• Annual review of key

compliance policies of

the Group

• Annual work plan and rolling

agenda of the Board and its

committees

• Engagement with shareholders and the result

of the 2023 Annual General Meeting

• Board, ELT and Senior Management succession

planning including diversity considerations

• Committee composition and committee

membership fees

• Time commitment, conflicts of interests and

independence of the Directors

• Annual Board training and

development programme

• New Directors’ induction plan

• Bi-annual ESG update

Corporate culture

We believe that our culture articulated through a clear set of Company values creates a common feeling of identity

and direction, aligning employees to the Company’s objectives, managing risks, bringing our strategy to life and

ultimately supporting the long-term sustainable success of the Company for the benefit of all its stakeholders.

The Board is committed to lead in embedding Company values and behaviours, and fostering a positive and

supportive culture which provides employees with the opportunity to grow, experiment and innovate in a diverse and

inclusive environment.

The Board uses several tools to monitor culture, listen to colleagues and act on what they say. The table on page 60

highlights some of the tools the Board uses to monitor culture.

Dr. François Nader, Chair of the Board, stepped into the Acting CEO role in September 2023 and provided significant

contribution and support to the business in his interim, dual Chair and Acting CEO capacity. The Acting CEO role

allowed the Chair to deep-dive into each area of the business and connect with employees at all levels across the

organisation. The Group-wide all-hands presentations provided by Dr. François Nader in this period focused on

Company strategy, objectives, values and behaviours. These events, due to the interim dual role of Dr. François Nader,

provided significant Board-level insight into employee sentiment and concerns which were taken back to the Board

and were considered in its decision-making.

The Board considers that there is a diverse, inclusive and supportive culture at the Company, in line with the

Company values.

Board activities continued

59BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

Corporate culture continued

How the Board monitors culture

Board evaluation The Board reviews its own effectiveness annually to ensure it operates optimally,

demonstrates and promotes values-driven behaviours across the organisation and upholds

the Company’s culture.

Workforce NED Employee engagement carried out by Dr. John Orloff as Workforce NED provides valuable

insight and supports the Board in fulfilling its Company culture oversight responsibilities.

Workforce NED-led employee engagement activities will take place twice a year in the form

of both virtual and in-person meetings. All employees are invited to participate. Feedback is

shared and considered by the Board as and when appropriate, and at least bi-annually.

The Workforce NED is also committed to work closely with the Chief People Officer to

consider the result of the employee engagement surveys and related actions.

Annual review of key

compliance policies

The Board undertakes a review of the Group’s key compliance policies annually. These

policies have been implemented and communicated internally and externally to those who

are expected to adhere to them, and can be found on the Company’s website. In 2023, the

Company’s Code of Business Conduct was extended to include matters of ethics and provide

a set of principles to guide employee mindset and decision-making.

The annual review process provides the Board with feedback on the implementation of

these policies, adherence with the related employee training programmes and the overall

compliance culture at the Company. The Board considers that the Company’s workforce

policies and practices are consistent with the Company’s values and support its long-term

sustainable success.

There were no concerns reported through the Company’s confidential whistleblowing

hotline in 2023.

Quarterly People

update from the CPO

The Board receives quarterly updates on People strategy and matters including succession

planning, recruitment, talent, career development, retention, and diversity and inclusion, as

appropriate, at each scheduled Board meeting.

Bi-annual ESG update Dr. Susan Liautaud, the ESG Board Representative, provides the Board with bi-annual ESG

updates. As far as culture is concerned, the ESG Board Representative and the Company’s

ESG Lead Team maintained continued focus in 2023 on the “S” (social) arm, considering the

organisational changes, and diversity and inclusion initiatives within the “G” (governance)

arm. Further information on Board oversight of the full scope of ESG activities can be found

on pages 26 to 37.

The Board recognises the benefits that diversity brings and the importance of having a

balance of perspectives, insights and challenge to ensure good decision making, oversight

and support throughout the business. The Board is proud of the progress being made to

date, which is reflected in the gender balance of the ELT, senior management and workforce

as set out on page 30.

In terms of inclusion initiatives, the Board supports the various networks operated by

employees including the Gender Network, LGBTQIA+Allies Network, Neurodiversity Network

and Parents and Carers Network.

All-hands meetings

andother informal

conversations with

employees

Employees can interact with the CEO and other members of the ELT during all-hands virtual

and in-person meetings which are held on a regular cadence. These Q&A sessions allow

access to senior leaders, transparency on a range of questions and promote an open culture.

In 2023, Q&A topics included re-alignment on strategy, objectives and values following the

organisational changes, transparent communication, performance review process and career

development in a year of significant business change, and hybrid working arrangements.

Employees are also encouraged to contact the CEO and/or a relevant member of the ELT and

senior management directly should they have an initiative they wish to discuss or a concern

they are unable to address through the usual channels of communication. Employees also

have access to a confidential whistleblowing hotline.

Employee lifecycle The Company has a comprehensive listening strategy across the employee lifecycle from

recruitment process feedback, through onboarding, annual goal setting and performance

review process, to when an employee decides to leave the business. Feedback is shared with

the Board together with an update on headcount, open roles and turnover quarterly.

60 BenevolentAI Annual Report 2023

Governance

Corporate culture continued

Organisational changes in 2023

Apart from the above described regular activities of the

Board to monitor Company culture, in 2023 significant

focus was placed on providing direction and oversight for

the Group-wide organisational changes and the related

collective consultation process in the UK. Following

the Company’s announcement on 25 May 2023, the

Group’s headcount was reduced by circa 30%, with 248

employees remaining within the business at financial

year-end 2023. The Directors’ focus was to ensure that

due process was followed during the organisational

changes, to consider the impact on employee sentiment

and Company culture and to retain key skills, expertise

and capabilities within the business. The Remuneration

Committee, the Nomination and Governance Committee

and the Board spent significant amounts of time

considering employee interests in the context of these

changes, including alignment of Company objectives

with the strategic plan, reinforcing values, retention

strategy, short-and long-term incentives and annual

salary review. Considering the importance of the matters,

members of the Board made themselves available

for ad-hoc Board and committee meetings as and

whenappropriate.

Engagement with stakeholders

Stakeholder engagement and trust is critical for us

to achieve the Company’s strategic objectives. We

recognise the importance of having open and effective

communication with stakeholders and understanding

the range of matters that are important to them so

that these form part of the Board’s discussions and

decision-making. Further information on stakeholder

engagement, including the key stakeholder groups and

engagement activities that have taken place during the

year can be found on pages 24 and 25.

Engagement with employees

The Board receives regular updates on People matters

and employee engagement at its scheduled meetings.

These include updates on organisational structure,

succession planning, recruitment, talent, career

development, retention, and diversity and inclusion, as

appropriate. From time to time, employees are invited

to attend various Board and committee meetings

to present on key operational and strategic matters,

as appropriate. Further information on employee

engagement can be found on page 24 and details

of how the Board monitors culture and engagement

activities of the Workforce NED on pages 59 and 61.

Engagement with shareholders

When engaging with shareholders, the Board is

supported by the CFO and VP Investor Relations.

The Company maintains regular contact with major

shareholders and is committed to communicating

openly with all shareholders via regulatory and media

announcements, presentations to shareholders, investor

meetings and analyst outreach. The Company regularly

meets with existing and prospective investors. Feedback

following analysis of the Company’s investor base is

reported by the CFO and VP Investor Relations to the

Audit, Finance and Risk Committee and the Board

at each scheduled meeting, together with any direct

feedback received from shareholders. These are carefully

examined and actioned as appropriate.

Further information on shareholder engagement can be

found on page 24.

A list of the Company’s major shareholdings can be

found below.

The Company further communicates with shareholders

through its Annual Report and Accounts, half-year

announcements, and at the Company’s Annual General

Meeting. Such reports, as well as presentations to

analysts, other relevant announcements and related

information, are available on the Company’s website.

The Company’s website also offers a facility to sign up for

email alert notifications of Company news and regulatory

announcements.

Annual General Meeting (AGM)

The 2024 AGM is scheduled to take place at 14:00 CEST

on 2 May 2024 and, as last year, will be held at the offices

of Elvinger Hoss Prussen, the Company’s Luxembourg

corporate counsel.

The Company provides the shareholders with the

opportunity to submit questions about the business

or any matter pertaining to the business of the AGM

ahead of the meeting, details of which will be provided

to our shareholders in the 2024 AGM Convening Notice,

together with information on other statutory rights of the

shareholders related to general meetings. Shareholder

rights related to general meetings are also described in

article 13 of the Company’s Articles of Association, which

can be found on the Company’s website.

The Company’s website is the principal means by which

we communicate with shareholders and information on

our AGMs can be found there.

Major shareholdings

The Company has been notified of the following

shareholders with 5% or more of the issued share

capital of the Company pursuant to the requirements

of the Luxembourg Transparency Law, the Grand-

ducal Regulation of 11 January 2008 on transparency

requirements for issuers (as amended), the Dutch

Financial Supervision Act and the Market Abuse

Regulations:

• Kenneth Mulvany: 23.43%

• Temasek Holdings (Private) Limited: 12.68%

• Odyssey Sponsor: 8.22%

• LF Equity Income Fund: 6.30%

• ABG-WTT Global Life Science Capital Partners GP

Limited: 5.42%

61BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

Capital structure as at 31 December 2023

Type of Shares and Warrants

Number of Shares

and Warrants

A Shares Public Shares 121,939,884

Treasury Shares 20,686,419

B Shares Sponsor Shares 2,500,000

A Warrants Public Warrants 10,000,000

B Warrants Sponsor Warrants 6,600,000

Rights and obligations attached to Shares

andWarrants

The Company has issued two classes of shares: A Shares

and B Shares.

A Shares – Public Shares

The A Shares are held by private and institutional

investors and listed on the Euronext Amsterdam.

All A Shares rank pari passu with each other

and each A Share carries one vote at a general

shareholders’ meeting.

B Shares – Sponsor Shares

The B Shares are not listed on any exchange.

All B Shares rank pari passu with each other

and each B Share carries one vote at a general

shareholders’ meeting.

Holders of the B Shares have the same shareholder

rights as holders of the A Shares, except that:

i. the B Shares are subject to certain transfer

restrictions (as described in more detail below and

fully in the Prospectus and the Articles of Association

of the Company); and

ii. the B Shares will automatically convert into A Shares

if the closing price of the A Shares for any ten (10)

trading days within a thirty (30) trading day period

exceeds thirteen euros (€13.00). The B Shares will

convert on a one-to-one basis into A Shares.

The Sponsor and Sponsor principals, prior to completion

of the Business Combination, committed not to transfer,

assign, pledge or sell any of the B Shares for a period of

three hundred and sixty-five (365) days after the date of

completion of the Business Combination or earlier:

a. during the period commencing one hundred and

fifty (150) days post-completion of the Business

Combination, the day immediately after the trading

day on which the closing price of the A Shares equals

or exceeds twelve euros (€12.00) for any twenty (20)

trading days within any thirty (30) consecutive trading

day period; and

b. if after the date of completion of the Business

Combination, the Company consummates a

subsequent liquidation, merger, share exchange or

other similar transaction which results in all of the

Company’s shareholders having the right to exchange

their A Shares for cash, securities or other property.

Details of share transfer restrictions are described fully in

the Articles of Association of the Company.

Warrants

The Company has issued two types of warrants: Public

Warrants and Sponsor Warrants.

Public Warrants – Class A Warrants

The Company has issued 10,000,000 Public Warrants. The

Public Warrants are traded on the Euronext Amsterdam.

Public Warrants allow holders to subscribe for A Shares.

The Public Warrants are exercisable at any time and will

expire five (5) years from the date of completion of the

Business Combination, i.e. 22 April 2027, or earlier upon

redemption by the Company or liquidation.

Each whole Public Warrant entitles the registered holder

to purchase one A Share at an exercise price of eleven

euros and fifty cents (€11.50) per A Share, subject to the

adjustments described in the Prospectus. A holder of

Public Warrants may exercise its Public Warrants only for

a whole number of A Shares.

The Public Warrants are redeemable by the Company

under certain circumstances, for example by way of

notice if the price of the A Shares exceeds eighteen

euros (€18.00) or with the consent of the Sponsor if the

price of the A Shares exceeds ten euros (€10.00) but is

less than eighteen euros (€18.00), provided all criteria

for redemption are met. Details of redemption of Public

Warrants by the Company are described fully in the

Prospectus.

Sponsor Warrants – Class B Warrants

6,600,000 Sponsor Warrants are held by the Sponsor

andthe Anchor Investors as set out in the Prospectus.

The Sponsor Warrants are not listed on any exchange.

Sponsor Warrants allow holders to subscribe for A Shares.

The Sponsor Warrants are exercisable at any time and

will expire five (5) years from the date of completion of

the Business Combination, i.e. 22 April 2027, or earlier

upon redemption by the Company (under limited

circumstances as set out in the Prospectus) or liquidation.

Each whole Sponsor Warrant entitles the registered

holder to purchase one A Share at an exercise price of

eleven euros and fifty cents (€11.50) per A Share, subject

to the adjustments described in the Prospectus. A holder

of Sponsor Warrants may exercise its Sponsor Warrants

only for the whole number of A Shares.

The Sponsor Warrants are not redeemable by the

Company as long as they are held by the Sponsor, the

Anchor Investors or any of their Permitted Transferees.

However, once the Sponsor Warrants are transferred

(other than to Permitted Transferees), the Company may

redeem the Sponsor Warrants with the consent of the

holder if the price of the A Shares exceeds €10.00 but is

less than €18.00, provided all criteria for redemption are

met. Details of limited redemption of Sponsor Warrants

by the Company are described fully in the Prospectus.

Issue and buy-back of shares

The rules governing the issue and buy-back of shares of

the Company are set out in articles 6 and 7 of the Articles

of Association of the Company, which is available on the

Company’s website.

62 BenevolentAI Annual Report 2023

Governance

Internal control procedures

The Board of Directors is ultimately responsible for

ensuring that the Company maintains a sound set of

internal controls, including financial, operational and

compliance controls. Consistent with the evolving

journey of the Group, the refinement of these controls

has been an ongoing area of focus for the ELT

during 2023 and continues into 2024, through the

implementation of a relevant body of controls.

Such controls, formal and informal, are an integral part

of the corporate governance strategy of the Group.

Internal control procedures help to ensure the proper

management of risks and provide reasonable assurance

that the business objectives of the Company can be

achieved.

The internal control procedures are intended to achieve

the following objectives:

• compliance of actions and decisions with applicable

laws, regulations and Group policy;

• a drive for efficiency and effectiveness of operations

and the optimal use of the Company’s resources;

• correct implementation of the Company’s internal

processes, notably those to ensure the safeguard

of assets;

• integrity and reliability of financial and operational

information, both for internal and external use;

• ensuring that management’s instructions and

directions are properly executed; and

• ensuring that material risks are properly identified,

assessed, mitigated and reported.

As with all controls, internal controls cannot only look to

mitigate, rather than eliminate risk.

Internal control activities

Accounting, consolidation and reporting

In the area of accounting, consolidation and reporting,

the following internal control activities are in place:

• team members involved in the Group’s accounting,

consolidation and reporting processes are

appropriately qualified and are able to participate

in technical updates, around relevant changes in

International Financial Reporting Standards (IFRS) and

other related accounting standards;

• additional external expertise and support is combined

with the Group’s team member experience to

augment knowledge built in the team. Amongst

other things, this includes navigating the additional

reporting obligations of Luxembourg standalone

company reporting and the Dutch listing obligations;

• appropriate accounting and financial reporting policies

and procedures are in place, regularly reviewed and

updated, alongside the preparation of accounting

memos for large or complex transactions;

• controls, consistent with the nature and scale of the

business, have been established in the processing

of accounting transactions to ensure appropriate

authorisation, an effective segregation of duties,

and the complete and accurate recording of

financialinformation;

• adequate procedures and controls are in place, such

as monthly reviews and data validation procedures, to

ensure the correct and timely recognition of revenues,

expenses and other accounting entries;

• the completeness and timely recording of financial

information is ensured through regular peer and

senior reviews, planned close activities and timetable

reporting cycles, with clear responsibility and

accountability through the workflows;

• the Group runs a rolling three-year budgeting cycle,

combined with strategic plans, to allow visibility to

expected outcomes and cash flow management with

a view to providing additional assurance over reported

position and performance, which is reviewed via the

Audit, Finance and Risk Committee and ultimately

approved by the Board;

• governance oversight is provided via the Audit, Finance

and Risk Committee, with detailed substantive testing

on risk areas by our external auditor on an annual

basis, with limited procedures undertaken on the

interim report;

• the Board receives monthly financial reports setting

out the Group’s financial performance in comparison

to the approved budget;

• in accordance with IFRS requirements, BAI discloses

detailed information on the market, credit and foreign

exchange risks to which it is exposed, as well as its

strategy for managing those risks;

• interim and full-year consolidated accounts of the

Group are drawn up and brought to the Board, via the

Audit, Finance and Risk Committee, for approval;

• the Board also approves all significant investments

and spend through the Board budget approval or,

viamatters reserved for the Board;

• through focus on continuous improvement, the

Company looks to enhance controls, while optimising

for efficiency, on an ongoing basis; and

• any material weaknesses in the system of internal

controls, identified either internally or by the external

auditor, who routinely report their findings to the Audit,

Finance and Risk Committee, which are promptly and

fully addressed.

63BenevolentAI Annual Report 2023

Governance

Corporate Governance report continued

Internal control activities continued

Treasury management

In the area of Treasury management, the following

should be noted:

• Treasury activities take place within a framework

approved by the Board, via the Audit, Finance and

Risk Committee under its Terms of Reference. This

framework reflects the Group’s Treasury Policy which

isregularly reviewed and updated;

• a clear segregation of duties, and assignment of bank

mandates, between members of the Finance team

responsible for undertaking the Treasury processes

are in operation, with the ELT’s approval necessary

forlarger Treasury related activities;

• the Group does not routinely use sophisticated

hedging instruments to manage Foreign Exchange

(FX) exposure, with natural hedging, reflective of

the expected utility of funds in relevant currencies

being backed by actual cash holdings, minimising

FX volatility experienced by the Group. Where large

inflows are expected cross-currency, which could cause

a mismatch in currency funding requirements, an

assessment is made of whether hedging (e.g. a forward

contract) is required;

• similarly, the duration of monies held on deposit or in

notice accounts is also matched to the expected use

of funds, to optimise returns for the Group balanced

against the need to ensure suitably liquid funds on

atimely basis;

• the Group continues to closely monitor and manage

its institutional risk, with heightened focus following

recent potential global banking failures. This includes

using money market funds in its operational currencies

alongside exposure limits to any one institution; and

• Treasury activities are reported and monitored with

the monthly CFO report, covering institutional risk,

FXcoverage and maturity profiles.

Tax management

Regarding the internal controls in tax management,

thefollowing should be noted:

• the tax arrangements of the Group are driven by

its operational requirements and the geographical

location of its business activities;

• the Finance team works closely with the business to

provide clear, timely and relevant advice, as well as to

mitigate tax risks, seeking independent external advice

where needed;

• the Finance team follows a process to ensure that all

tax related compliance returns and submissions are

reviewed internally and with external tax advisers as

appropriate and all submissions and payments are

delivered and paid on a timely basis in accordance

withany relevant tax authority;

• the most material area of Tax focus for the Group is

related to R & D Tax Credit claims, which are submitted

annually to the tax authorities and subject to detail

technical preparation by the Finance team and

oversight review by the Group’s Tax Adviser;

• tax positions are recorded in the Group’s financial

statements, following detailed analysis from the

Finance team and support from the Group’s Tax

Adviser to complete applicable Tax disclosure

and Corporate Tax Computations ensuring these

incorporate relevant changes in tax reporting and

legislation; and

• transfer pricing documentation is updated as required,

approved and underpins all significant cross-border

intercompany transactions through benchmarked

rates, as advised through independent guidance from

the Group’s Tax Adviser.

64 BenevolentAI Annual Report 2023

Governance

Audit, Finance and Risk

Committee report

Key highlights

• 2023 was the first full year of operation of the Audit,

Finance and Risk Committee (the “Committee”)

and saw the completion of the full annual work plan

underpinning the Committee’s obligations, concluding

in December 2023 with the 2024 budget review and

recommendation for approval by the Board.

• Delivery of the inaugural 2022 Annual Report

and Accounts in March 2023, reflecting notably

the complex accounting of the Business

Combination between Benevolent AI and Odyssey

Acquisition SA and the full implementation of the

applicable reporting requirements for BAI as the

combined entity.

• Oversight and challenge of the Group’s strategic

plan announced in May 2023, including extension of

the Group’s cash runway to mid-2025.

• Oversaw the reappointment, evaluation,

effectiveness and 2023 audit fees of our external

auditor, PwC.

Dear shareholders

As Chair of the Committee, I am pleased to present you

our report for the year ended 31 December 2023. This

report provides an overview of the Committee’s role,

main activities and areas of focus during the year.

The role and responsibilities of the Audit,

Finance and Risk Committee

The role of the Committee is to monitor and review

the integrity of the financial reporting, including ESG

components, of the Company and to provide assurance

to the Board that the Company’s internal control and risk

management processes are appropriate and regularly

reviewed. The Committee is also responsible for review

and challenge of the budgeting and forecasting process,

inclusive of cash flow management and planning, with

recommendations made for ultimate approval by the

Board. The Committee also oversees the work of the

external auditor, including the review of the independence,

objectivity, and effectiveness of the audit process, approves

its remuneration, and recommends its appointment.

In meeting these responsibilities, the Committee

considers, inter alia, the provisions of the QCA Code and

the Financial Reporting Council (FRC) Guidance on Audit

Committees being relevant guidance, in each case to the

extent applicable to the Group.

In addition, the Committee conducted the annual review

of its Terms of Reference during the year. In completing

the review, the Committee concluded that its Terms

of Reference remained appropriate and reflected the

manner in which the Committee was discharging its

duties. The full Terms of Reference of the Committee can

be found on the Company’s website.

Composition and meeting attendance

Appointments to the Committee are made by the

Board on the recommendation of the Nomination and

Governance Committee. The Committee comprises

Independent Non-Executive Directors and has been

chaired by myself since its inception in April 2022. In

line with the Company’s aspiration to align its practices,

where appropriate, consistent with the recommendations

of the UK Corporate Governance Code 2018, Dr. François

Nader, Chair of the Board, stepped off as a member of the

Committee and was replaced by Prof. Sir Nigel Shadbolt

on 21 June 2023 as a new member. Dr. Olivier Brandicourt

continues to be a member of the Committee.

The Board considers that the Committee, as a whole,

has competence relevant to the sector in which the

Company operates.

Jean Raby

Audit, Finance and Risk Committee Chair

Committee membership and meeting attendance

Members of the Committee Role Member since

Attendance at

ScheduledMeetings

Jean Raby Committee Chair 22 April 2022 4/4

Dr. Olivier Brandicourt Committee member 22 April 2022 4/4

Prof Sir Nigel Shadbolt Committee member 21 June 2023 2/2

Dr. François Nader Committee member 22 April 2022 until 21 June 2023 2/2

65BenevolentAI Annual Report 2023

Governance

Composition and meeting attendance continued

As Chair of the Committee, I personally have over 30

years’ financial, risk, legal and commercial experience

across investment banking, as a CFO of a listed company,

as a CEO of a large asset management company, and as

a corporate lawyer to help guide the Committee. As such,

the Committee, consistent with the Group’s adoption of

certain principles of the UK Corporate Governance Code

2018 beyond the QCA Code, meets the recommendation

to have at least one member with recent and relevant

financial experience. The biographies of all Committee

members are detailed on pages 46 and 47.

The Committee held four scheduled meetings in 2023,

in line with the quarterly meeting cycle of the Board,

inMarch, June, September and December.

Committee meetings were attended by the members

of the Committee and others who attend by invitation,

being principally the CEO, CFO, SVP Finance (including

during his tenure as acting CFO), VP Investor Relations,

and General Counsel and Company Secretary. Other

members of the Executive Leadership Team and senior

management were invited, from time to time, to attend

to provide insight or expertise in relation to specific

matters, as appropriate. The lead external audit partners

and other representatives of the external auditor were

also invited to and attended Committee meetings to

present their reports on the 2022 full-year audit and their

proposed 2023 audit plan respectively.

The Committee meets without the Executive Director

and members of the Executive Leadership Team being

present after each meeting. It also meets privately with

the lead external audit partners and other representatives

of the external auditor as and when necessary, including

in the concluding stages of the 2022 full-year audit in

March 2023.

In addition, as Chair of the Committee, I also meet with

the lead external audit partners outside of Committee

meetings to discuss significant matters which are

relevant to the external audit, and with the CFO and SVP

Finance regularly to discuss operational activity, meeting

agendas, follow up actions and activities which have a

significant focus on matters to which the Committee

hasoversight.

The Chair of the Committee reports to the Board on the

proceedings of the Committee after each scheduled

meeting and makes recommendations to the Board,

asappropriate.

The main activities and areas of focus of the

Committee in 2023:

External audit

• The 2023 external audit plan, including significant

areas of audit focus, was presented to the Committee

on 13 December 2023, with areas of focus being

consistent with those expected by Management and

the Committee itself. Notably, revenue recognition and

accounting implications around the share price and

overall market capitalisation were items of focus, both

on a standalone Luxembourg GAAP basis and also on

aconsolidated basis.

Financial reporting

• An important role of the Committee is in overseeing

the Group’s financial reporting activities and in

reviewing significant accounting judgements and

estimates. These judgements are principally focused

on determining revenue recognition, provisions,

goodwill and intangible impairments reviews, share-

based payment charges, investment balances

(including BenevolentAI standalone), going concern

assumptions and valuations related to financial

liabilities (notably our outstanding warrants). As

described in the financial statements (pages 96 to 129),

the Committee has found the significant accounting

judgements and estimates to be appropriate.

• The Committee provided review and oversight of

the interim results, published on 21 September 2023,

including the analyst and investor presentation materials

and broader Investor Relations engagement strategy.

• Alongside the 2023 audit plan presented by the

external auditor, the Company’s internal Annual Report

production plan was also presented and approved by

the Committee on 13 December 2023. The Committee

expects to review, consistent with prior years, the

content of the Annual Report and Accounts prior

to being recommended to the Board for relevant

approval and publishing to the market.

• The Committee also reviewed ongoing correspondence

with The Commission de Surveillance du Secteur

Financier (CSSF), by Management, in relation to a review

of the inaugural 2022 Annual Report and Accounts. This

review has now concluded and the recommendations

by the CSSF are addressed as part of the 2023 Annual

Report and Accounts production cycle.

Internal controls and risk management

• During the year, the Committee reviewed regularly

matters regarding risk, treasury and R&D fiscal

considerations, consistent with the Terms of Reference

and business progression during the year. Routine

updates to spending authorities and bank mandates

were undertaken, reflecting changes to personnel in

the business and balancing risk, control and efficiency

in the Group operational processes.

• A key focus of the Committee was around the cash flow

projections modelled as part of the strategic plan and

organisational restructure, to ensure that these were

robust and represent a credible view of expectations

through to mid-2025.

Financial planning

• Following the establishment of the 2023 budget, the

strategic plan, including the Group-wide restructuring,

announced in May 2023, was underpinned by modelling

to support the pre-consultation plan proposed by

Management, reviewed by the Committee and

approved by the Board. Reflective of the restricted

nature of those involved during the modelling, a

follow-on budget, the mid-year forecast, was reviewed

by the Committee and recommended for approval

by the Board for the Group to operate under for the

balance of 2023. This plan was subject to the same

challenge and scrutiny as the routine budget cycle,

witha particular focus on cash flow projections using

the experience within the Committee.

Audit, Finance and Risk Committee report continued

66 BenevolentAI Annual Report 2023

Governance

The main activities and areas of focus of the

Committee in 2023: continued

Financial planning continued

• For the 2024 budget, the Committee reviewed the

Company’s high-level objectives and associated

budget, with appropriate challenge on cost balanced

against strategy. The review also focused on financial

risk, especially around solvency, liquidity and going

concern, before recommendation by the Committee

tothe Board for its approval.

Directors’ and officers’ liability insurance

The Company has maintained insurance cover on behalf

of the Directors, indemnifying them against certain liabilities

which may be incurred by them in relation to the Group.

Independence, effectiveness and objectivity

ofthe audit process

Independence and objectivity

Both the Board and the external independent

auditor (PwC) have safeguards in place to protect the

independence and objectivity of the external auditor.

These were reviewed by the Committee during the year

and remain appropriate. In accordance with International

Standards on Auditing (UK and Luxembourg), PwC

formally confirmed to the Board its independence as

auditor of the Group and the Company. Non-audit

services require approval by the Committee.

Effectiveness

The Committee reviewed the work of PwC during the year

and concluded that it provides an effective audit and that

the lead external audit partners (Luxembourg and UK)

have constructive relationships with the relevant parties,

in particular Management, alongside providing clear and

strong leadership to the audit team.

This assessment was based upon:

• the Committee’s own assessment of the quality of

the audit plan, the rigour of the audit findings and

conclusions, the extent to which the lead external audit

partners understand the related industry and business

and constructively challenge management, alongside

the quality and clarity of thetechnical and governance

review provided;

• feedback from the Group’s Finance Leadership Team

(FLT) and those involved in the audit sought on the

quality of the external audit process and team covering

the following aspects:

• audit planning and strategy adopted;

• audit execution and conclusion;

• timeliness and quality of communication and

auditreporting;

• efficiency of the audit process and procedures

adopted; and

• provision of insights and understanding of the Group.

• a report prepared by PwC setting out its processes

to ensure independence and its confirmation of

compliance; and

• the level of non-audit fees as a percentage of the audit

fees paid to the external auditor.

The feedback from Management was reported to the

Committee at the meeting on 19 June 2023. Based on

the review set out above, the Committee is satisfied

withthe external auditor’s independence, effectiveness

and objectivity.

Reappointment of external auditor

At the forthcoming Annual General Meeting of the

Company on 2 May 2024, a resolution to renew the

mandate of PwC as the independent external auditor in

relation to the Company financial statements and the

consolidated financial statements for the financial year

2024 will be proposed.

Non-audit assignments

The independence of the external auditor is an essential

part of the audit framework and the assurance that it

provides. In line with the Revised Ethical Standard issued by

the FRC in December 2019 and Luxembourg requirements

for all non-audit assignments to be approved when

undertaken by the auditor, the Committee has adopted

an appropriate approval process for determining whether

it is appropriate to engage the external auditor for

non-audit services and pre-approving non-audit fees.

The overall objective is to ensure that the provision of

non-audit services does not impair the external auditor’s

independence or objectivity. This includes, but is not

limited to, assessing any threats to independence and

objectivity resulting from the provision of such services;

any safeguards in place to eliminate or reduce these

threats to a level where they would not compromise the

auditor’s independence and objectivity; the nature of the

non-audit services; and whether the skills and experience

of the audit firm make it the most suitable supplier of the

non-audit service.

A summary of audit and non-audit fees in relation to the

year is provided in note 6 to the Group’s consolidated

financial statements. No non-audit services have been

provided by the external auditor other than a portal

subscription for technical accounting reference materials

pre-approved by the Committee.

Conclusions

The Committee has had a productive year providing

oversight of financial reporting, external audit,

proportionate development of the control and risk

environments, budgetary oversight and oversight of

the Company’s strategic plan, inclusive of the related

restructuring, announced in May 2023. These activities

will continue relative to the Group’s delivery strategy

and the Committee, together with management, will

ensure that finance and risk management capability is

maintained consistent with the size of the business.

Jean Raby

Audit, Finance and Risk Committee Chair

19 March 2024

67BenevolentAI Annual Report 2023

Governance

Nomination and Governance

Committee report

Dear shareholders

As Chair of the Nomination and Governance Committee,

I am pleased to present you with the report of the

Nomination and Governance Committee (the “Committee”)

for the year ended 31 December 2023. Thisreport provides

an overview of the Committee’s role, main activities and

areas of focus during the year.

The role and responsibilities of the Nomination

and Governance Committee

The role of the Committee is to keep the structure,

size and composition (including the skills, knowledge,

experience and diversity) of the Board and its committees

under review and to give full consideration to succession

planning for the Company’s Directors and Senior

Management*. The Committee’s remit also includes

oversight of governance-related matters, including the

Board’s governance framework, Board training, induction

of Directors, ESG-related activities and the annual review

of the Group’s key compliance policies.

The Committee conducted the annual review of its Terms

of Reference during the year. In completing the review,

the Committee concluded that its Terms of Reference

remained appropriate and reflected the manner in which

the Committee was discharging its duties. The full Terms

of Reference of the Committee can be found on the

Company’s website.

* The definition of Senior Management for this purpose includes

the Executive Leadership Team of the Company and any other

direct reports of the Chief Executive Officer at VP level and above.

Composition and meeting attendance

Appointments to the Committee are made by the Board.

The Committee comprises Independent Non-Executive

Directors. Dr. Olivier Brandicourt was appointed as

Chair of the Committee on 21 September 2023 to lead

the Committee while I served as Acting CEO. Dr. Olivier

Brandicourt did not participate in the discussions

concerning his appointment as Chair of the Committee

and did not vote on the respective resolution. I stepped

off as the Chair and a member of the Committee with

the same effective date temporarily and for the period

Iserved as Acting CEO. Upon the new Executive Director

and CEO joining the Company on 24 January 2024,

Ireverted to my position as Independent Non-Executive

Chair of the Board. At the same time, I stepped back as

member and Chair of the Committee.

Key highlights

• Strengthened the Board with the appointment of

Marcello Damiani as Independent Non-Executive

Director in May 2023.

• Led the search process for the Executive Director

and CEO position and considered succession

plans for the Non-Executive Director vacancy

onthe Board.

• Strengthened the Executive Leadership Team

with the appointment of Catherine Isted as Chief

Financial Officer and Christina Busmalis as Chief

Revenue Officer in September 2023.

• As part of the Committee’s governance remit,

received and considered ESG updates from Dr.

Susan Liautaud, the Board’s ESG Representative

and members of senior management.

• Developed the induction programme for new

Directors and the annual Board training and

development programme.

• An internally facilitated Board evaluation was

conducted in 2023, which concluded that the

Board, its committees, the Chair and individual

Directors are operating effectively.

Dr. François Nader

Nomination and Governance Committee Chair

Committee membership and meeting attendance

Members of

the Committee Role Member since

Meeting attendance in 2023

Scheduled

Meetings

Ad-hoc

Meetings

Dr. François Nader Committee Chair 22 April 2022 until 21 September 2023,

stepping back to Committee membership

and Chair role from 24 January 2024

3/3 3/3

Dr. Olivier Brandicourt Committee Chair Member since 22 April 2022 and

Committee Chair from 21 September 2023

until 24January 2024

4/4 3/3

Dr. Susan Liautaud Committee member 3 February 2023 4/4 3/3

Prof Sir Nigel Shadbolt Committee member 22 April 2022 until 21 June 2023 2/2 2/2

Jean Raby Committee member 21 June 2023 2/2 1/1

68 BenevolentAI Annual Report 2023

Governance

Composition and meeting attendance continued

I did not participate in the discussions concerning my

appointment as member and Chair of the Committee

and did not vote on the respective resolutions. Prof

Sir Nigel Shadbolt stepped off as a member of the

Committee to join the Company’s Audit, Finance and

Risk Committee on 21 June 2023 and was replaced on the

same day by Jean Raby. The biographies of all Committee

members are detailed on pages 46 and 47.

During the year, the Committee held a total of seven

meetings: four scheduled and three ad-hoc. The four

scheduled meetings were held, in line with the quarterly

meeting cycle of the Board, in March, June, September

and December. Three additional meetings were held in

February, April and August to discuss ad-hoc matters.

Committee meetings are attended by the members

of the Committee and others who attend by invitation,

being principally the CEO, CPO and the General Counsel

and Company Secretary. Other members of the Executive

Leadership Team and senior management may be invited

to attend to provide insight or expertise in relation to

specific matters.

The Committee meets without the Executive Director

and members of the Executive Leadership Team being

present after each meeting. The Chair of the Committee

also meets the CPO regularly to discuss Board and Senior

Management succession planning matters.

The Chair of the Committee reports to the Board on the

proceedings of the Committee after each scheduled

meeting and makes recommendations to the Board,

asappropriate.

The main activities and areas of focus of the

Nomination and Governance Committee in 2023

Succession planning

The Committee considers Board and committee

composition and succession planning for Executive and

Non-Executive Directors and Senior Management at

each scheduled meeting and makes recommendations

to the Board as appropriate.

Non-Executive Director succession planning

When considering Non-Executive Director succession

planning, the Committee ensures that the Board

and its committees continue to have the right mix of

skills, experience and diversity to be able to deliver the

Company’s strategy. A summary of the Directors’ key

skills and experience can be found below.

The Committee recommended the appointment of

Marcello Damiani as new Independent Non-Executive

Director to fill the vacancy created by the resignation

of Michael Brennan on 30 September 2022. Please see

page 70 for more information on the search process.

The appointment was approved by both the Board and

the Company’s shareholders at the 2023 Annual General

Meeting. Marcello joined the Board on 4 May 2023 and

brought a unique perspective and understanding of

innovation in the technology and biotech sectors to the

Board’s deliberations, driven by his prior senior executive

leadership experience at global organisations such as

Moderna and bioMérieux. Marcello joined the Research

and Development Committee and the Remuneration

Committee of the Board on 21June 2023.

Directors’ key skills and competence

Competency

/Director Strategy

Financial

and Capital

Markets

Risk

Management

including

Cybersecurity

Commercial

andBusiness

Development

Technology–

Research and

Development, AI

Pharma –

Research,

Translational and

Development

Governance

andCompliance,

including ESG

Dr. François Nader

Dr. Joerg Moeller

Jean Raby

Dr. John Orloff

Marcello Damiani

Prof Sir Nigel Shadbolt

Dr. Olivier Brandicourt

Dr. Susan Liautaud

69BenevolentAI Annual Report 2023

Governance

Nomination and Governance Committee report continued

The main activities and areas of focus of the

Nomination and Governance Committee in 2023

continued

Succession planning continued

Non-Executive Director succession planning continued

Dr. Jackie Hunter retired from the Board as a Non-

Executive Director on 21 June 2023. The Committee

considered the size and composition of the Board, taking

into account the strategic review of the business in 2023,

related organisational changes and overall headcount

reduction, the balance of skills and experience of the

Board and the result of the 2023 Board evaluation.

Following due and careful consideration, the Committee

concluded that the size and composition of the current,

eight member Board was appropriate to promote the

long-term sustainable success of the Company for the

benefit of all stakeholders, and consequently made

recommendation to the Board not to fill the vacancy

created by Dr. Jackie Hunter’s retirement at this time.

Executive Director succession planning

On 21 September 2023, Joanna Shields stepped down

as Executive Director and CEO of the Company. In

order to provide the Company with continuity whilst

the search process was underway, I assumed the role

of Acting CEO on an interim basis on 21 September

2023, while maintaining my Chair of the Board role and

responsibilities. I recused myself from the discussions

on the CEO succession interim measures and did not

vote on the resolution concerning my appointment as

Acting CEO.

A thorough search process was conducted for the

Executive Director and CEO position, including the

engagement of an executive search firm, Spencer

Stuart. Spencer Stuart had no connections to the

Company or its Directors other than the provision of

search services and had signed up for the Voluntary

Code of Conduct for Executive Search Firms. Please see

below for more information on the search process. The

Committee was pleased to recommend to the Board

the appointment of Dr. Joerg Moeller as new Executive

Director and CEO to fill the vacancy created by the

resignation of Joanna Shields on 21 September 2023.

Following Board approval, Dr. Joerg Moeller joined the

Board and the ELT on 24 January 2024 and brought a

wealth of executive and leadership experience to the

Company, spanning strategy, business development

and research and development (R&D). In his previous

roles at LEOPharmaA/S and Bayer AG, Dr.Joerg Moeller

successfully demonstrated innovation, commercial and

operational excellence resulting in long-term productivity

and value creation. The Board recommends the

appointment of Dr.Joerg Moeller as Executive Director

and member of the Board for shareholder approval at

the Company’s 2024 Annual General Meeting.

Upon the appointment of Dr. Joerg Moeller as Executive

Director and CEO on 24 January 2024, I stepped down as

Acting CEO and reverted to my position as Independent

Non-Executive Chair of the Board.

Joanna Shields continued to support the Board and

the Company in a strategic adviser capacity until

19March 2024.

Other Board and Committee changes

Following the Committee’s recommendation, the Board

appointed Jean Raby as Senior Independent Director

and Dr. John Orloff as Workforce NED on 14 March

2023 to further strengthen the Board’s governance and

focus on stakeholder engagement and ESG matters.

By making these appointments the Committee also

considered the recommendations of the QCA Code and

the Company’s aspiration to align its practices, where

appropriate, with the recommendations of the UKCGC.

Details of their related roles and responsibilities are set

out on page 53. Dr. Susan Liautaud continued in her role

as the Board’s ESG Representative throughout the year,

working closely with members of the ESG Lead Team on

ESG matters and providing regular updates to the Board.

Please see pages 26 to 37 for more information on the

Group’s sustainability strategy, framework and progress

made during the year.

The Committee also considered and recommended

for the Board to approve changes to the membership

of the Board committees as set out in the respective

committee reports on pages 65, 68, 74 and 76.

1. Review of the balance

of skills, knowledge,

experience and diversity of

the Board was conducted

by the Committee.

2. In light of the evaluation and considering

the long-term strategic priorities of the

business, a full description of the role

andcapabilities required was prepared

by the Committee.

5. Interviews

were

conducted.

3. Executive search firm

engaged to assist with

the search process asset

out above.

6. The Committee

recommended

the candidates for

Board approval.

4. The long list of

candidates was

reviewed by

the Committee

and a shortlist

of candidates

wasidentified.

7. The Board considered and

approved the appointment

of the new Executive

Director and CEO and

Non-Executive Director

and sought/ is seeking

shareholder approval.

Director appointment process

70 BenevolentAI Annual Report 2023

Governance

The main activities and areas of focus of the

Nomination and Governance Committee in 2023

continued

Succession planning continued

Senior Management succession planning

During the year, the Committee extended its succession

planning remit beyond the Executive Leadership Team

to members of Senior Management, recognising the

importance of building a diverse pipeline of internal

talent and the Company’s ability to attract, retain and

develop skilled, high-potential individuals. Internal

talent development programmes to build technical and

leadership capability continued to be an area of focus in

2023 and beyond.

On 25 May 2023, the Company announced the

resignation of Nicholas Keher, the Company’s CFO.

TomHolgate, the Company’s SVP Finance, stepped into

the acting CFO role while the search for the new CFO

was underway. Further to a thorough search process,

including the engagement of a top tier executive search

firm, the Committee was pleased to recommend to

the Board the appointment of Catherine Isted as new

CFO. Catherine joined the Company on 11 September

2023, bringing over 25 years of accounting and strategic

finance experience within the life sciences industry to

the Executive Leadership Team along with her extensive

capital markets experience.

The Company also welcomed Christina Busmalis to

the newly created role of Chief Revenue Officer and

member of the Executive Leadership Team following a

thorough search process, including the engagement

of a top tier executive search firm. Christina joined the

Company on 18 September 2023 and is responsible for

leveraging BenevolentAI’s Platform to maximise revenue

generation, including end-to-end Drug Discovery

partnerships, business development and go-to-market

strategies for the Company’s suite of Knowledge

Exploration tools.

Time commitment, conflicts of interest

andindependence

As part of the Committee’s governance oversight role,

the Committee also assists the Board in its consideration

of time commitment, conflicts of interest and

independence of the Directors.

The Non-Executive Directors are advised of the

commitments which are expected of their role at

the Company prior to their appointment and are

required to devote such time as necessary to discharge

their responsibilities effectively. It is recognised that,

considering the strategic review of the Company’s

business, a number of ad-hoc Board and committee

meetings were held in 2023 as shown in the Board and

committee meeting attendance tables in the respective

reports. The Directors also made themselves available and

accessible to senior management to share experience

andexpertise throughout the year, asappropriate.

At each scheduled meeting, the Committee and the

Board consider a register of interests, commitments

and potential conflicts of the Directors including any

new external appointments since the last meeting and

provide approvals as appropriate.

It was noted by the Committee and the Board that

I stepped off as chair of Talaris Therapeutics, chair of

Neurvati Neurosciences and non-executive director

of Ring Therapeutics to ensure these external

appointments and their time commitment did not

adversely impact my ability to fulfil my temporary dual

Chair and Acting CEO role. It was further noted by the

Board that I devoted the time necessary to discharge

my dual Chair and Acting CEO responsibilities at the

Company, continued to be effective in both roles, and

showed a high level of commitment and dedication

in discharging my responsibilities. Jean Raby, Senior

Independent Director, worked closely with me to provide

support in this interim period and was available both to

members of the Board and to shareholders. I stepped

back as a non-executive director of Ring Therapeutics

after the new Executive Director and CEO joined

the Company.

As at the date of this report, all Non-Executive Directors,

including myself as Chair of the Board, are considered to

be independent by the Board.

I was considered Non-Independent from 21 September

2023 until 24 January 2024, in which period I discharged

my interim Acting CEO responsibilities. Upon the new

Executive Director and CEO joining the Company, the

Board thoroughly reviewed my ongoing independence

in the context of my interim Acting CEO role. All

Directors, including the Independent Non-Executive

Directors, were satisfied that the short-term, interim

Acting CEO role did not impact my future independence

and that after handing over executive responsibilities

to the new Executive Director and CEO, I continued

to exercise independent judgement and provide the

Board with effective leadership and stability. I therefore

reverted to my position of Independent Non-Executive

Chair of the Board upon the new Executive Director and

CEO joining the business on 24 January 2024. I did not

participate in the discussions concerning the assessment

of my independence and did not vote on the respective

resolution.

Directors’ induction, training and development

Upon appointment to the Board, each Director engages

in a comprehensive induction programme which is

tailored to their individual needs. The programme

consists of structured pre-reading materials and

meetings, designed to help the new Directors to

undertake their role and responsibilities as swiftly as

possible and help them to make a valuable contribution

to the Board. The programme is organised around three

themes: business familiarisation, corporate governance

including Directors’ duties, and Director development.

As part of the business familiarisation theme, the

Directors spend time with members of the Executive

Leadership Team and senior management to gain a

deeper understanding and insight of the operation of

the business. During the induction period, the Directors

are asked for regular feedback, so that the programme

can be adapted if needed.

71BenevolentAI Annual Report 2023

Governance

Nomination and Governance Committee report continued

The main activities and areas of focus of the Nomination and Governance Committee in 2023

continued

Directors’ induction, training and development continued

The continued development and training of the Directors remained an area of focus in 2023 and beyond. Board

training programmes are organised around three themes: understanding the business, understanding risks and

corporate governance. Directors are asked as part of the annual Board evaluation process to highlight areas where

they could benefit from further information and training. The Board training and development programme in 2023

included thefollowing:

Theme Focus in 2023

Understanding the business • Demos and presentations on the Company’s developing suite of Knowledge

Exploration tools

• Deep dives on Drug Discovery programmes

Understanding risks • Cybersecurity

• Annual data protection report including assessment of data protection risks

• Evolving AI regulatory landscape and potential AI and LLM related risks

Corporate governance • Evolving ESG reporting landscape including TCFD, CDP, NFRD, CSRD,

EUTaxonomy and IFRS S1 and S2 (annual ESG refresh has been scheduled)

• Board diversity requirements

• Proxy Advisory guidelines and voting recommendations

The Directors have access to the advice of the Company Secretary, who is responsible for advising the Board on all

governance matters. The Directors may also take independent advice at the Company’s expense if they feel this

isappropriate.

Board evaluation

The 2023 evaluation of the Board, its Committees and individual Directors was internally facilitated by the Chair of the

Board with the assistance of the Company Secretary. The evaluation concluded that the Board and its Committees

continue to be effective, all Directors continue to make valuable contributions based on experience and knowledge

and the Non-Executive Directors provide constructive challenges. The evaluation also signalled minor areas for

improvement, details of which can be found on page 57.

Other governance responsibilities

The Committee oversaw a number of other governance matters during the year, including the annual review of

its Terms of Reference and other key compliance policies of the Group, receiving and considering updates on ESG

matters and approving the Convening Notice of the 2023 Annual General Meeting.

72 BenevolentAI Annual Report 2023

Governance

The main activities and areas of focus of the Nomination and Governance Committee in 2023

continued

Diversity

Following the Committee’s recommendation, the Board approved its Diversity Policy in March 2023. The purpose of

the Board Diversity Policy is to set out the approach to diversity for the Board itself with the intention of supporting

the succession planning work of the Nomination and Governance Committee in creating and maintaining the

appropriate Board and committee composition. The Board Diversity Policy sits alongside the Group-wide Equality,

Diversity and Inclusion Policy, which set out the Group’s broader commitment to diversity and inclusion. Both policies

can be found on the Company’s website.

The Committee and the Board recognise the benefits that diversity brings and the importance of having a balance of

perspectives, insights and challenge to ensure good decision making, oversight and support throughout the business.

The Board leads in fostering an inclusive and supportive Company culture by setting the tone from the top and is

proud of the progress being made to date, which is reflected in the gender balance of the Executive Leadership Team,

senior management and workforce as set out on page 30.

Board Diversity Policy objectives Implementation and progress against objectives in 2023

Candidates for Board appointments are considered

according to their merits, in addition to the benefits

of diversity they might bring, including diversity of

thought, age, gender, race, ethnicity, nationality, cultural

background, and personal and professional experience

– so as to encourage an appropriately diverse shortlist of

candidates at each stage of the recruitment process.

The Committee ensures that all Board appointments are

subject to formal, rigorous and transparent procedures, are

based on merit and objective criteria and promote diversity

of gender, social and ethnic background, and cognitive

and personal strengths. Please see page 70 for more

details of the Directors’ search and appointment process.

In addition to appropriate skills and abilities, the

Nomination and Governance Committee also considers

personal qualities, ethics and integrity.

The Board strives to achieve a reasonable and balanced

gender distribution.

The Committee acknowledges that with the retirement of

Dr. Jackie Hunter and the resignation of Joanna Shields,

the female representation on the Board is lower than the

year before. The Committee ensures that focus on gender

and all other aspects of diversity are maintained during all

stages of the Board succession planning and recruitment

process. To support this and as part of the recruitment

process, a wide and diverse list of candidates are sought,

including gender, social and ethnic background,

experience (including those with no previous public

listed company non-executive experience), geographical

experience, knowledge, skills and independence

of thought.

The Committee aims that over the next few years, in the

normal course of succession management, the gender

balance of the Board will become more reflective of the

diversity across the business. This will be considered in

2024 and 2025 when the Committee and the Board makes

recommendations for the reappointment of Directors

whose 3-year term of office ends on the date of the 2025

Annual General Meeting.

The Board takes internal evaluations into consideration

when evaluating the Board’s needs, as well as any third-

party-facilitated evaluations to the extent that these have

been carried out.

The Nomination and Governance Committee reviewed

the results of the 2022 and 2023 internal Board evaluation

process that relate to the composition of the Board and

succession planning. The views and feedback shared by

the Directors were considered during the Directors’ search

and appointment process.

Dr. François Nader

Nomination and Governance Committee Chair

19 March 2024

73BenevolentAI Annual Report 2023

Governance

Research and Development

Committee report

supporting excellent and sustainable R&D activities to

achieve the following goals:

• exploit the latest developments in AI and life sciences

to deliver a compelling drug discovery pipeline;

• build and maintain a world-class AI drug discovery

software capability;

• establish a world-class life sciences drug discovery

capability; and

• deliver beneficial economic and social impacts through

its R&D activities.

The Research and Development Committee conducted the

annual review of its Terms of Reference during the year. In

completing the review, the Committee concluded that its

Terms of Reference remained appropriate and reflected the

manner in which the Committee was discharging its duties.

The full Terms of Reference of the Research and Development

Committee can be found on the Company’s website.

Composition and meeting attendance

Appointments to the Committee are made by the Board on

the recommendation of the Nomination and Governance

Committee. The Research and Development Committee

comprises Independent Non-Executive Directors and has

been chaired by me since its inception in September 2022.

Dr. Jackie Hunter retired as a Non-Executive Director and

was replaced by Marcello Damiani as a new member of

the Committee on 21 June 2023. Dr. François Nader was

appointed as an additional member of the Committee on

21June 2023 and stepped-off temporarily on 21 September

2023 considering his Acting CEO role and related

commitments. Dr. François Nader stepped back as a member

of the Committee upon the new Executive Director and CEO

joining the Company on 24 January 2024. Dr. John Orloff

continues to be a member of the Committee. The biographies

of all Committee members are detailed on pages 46 and 47.

During the year, the Committee held a total of seven

meetings: four scheduled and three ad-hoc. The four

scheduled meetings were held, in line with the quarterly

meeting cycle of the Board, in March, June, September

and December. Three additional meetings were held in

January, March and April to discuss ad-hoc matters.

Committee meetings are attended by the members

of the Committee and others who attend by invitation,

being principally the CEO, COO, CSO, CTO, and the

General Counsel and Company Secretary.

Key highlights

• Provided recommendations and oversaw

thestrategic review of the Group’s business.

• Conducted a full Drug Discovery portfolio

reviewand prioritisation of assets.

• Provided recommendations and oversaw

the development of the Company’s suite

of KnowledgeExploration tools and the

end-to-end Drug Discovery platform

supportingindustry-leading collaborations.

• Approved the 2022 Research and

DevelopmentCommittee report.

Prof Sir Nigel Shadbolt

Research and Development Committee Chair

Committee membership and meeting attendance

Members of the Committee Role Member since

Meeting attendance in 2023

Scheduled

Meetings

Ad-hoc

Meetings

Prof Sir Nigel Shadbolt Committee Chair 22 April 2022 4/4 3/3

Dr. John Orloff Committee member 22 April 2022 4/4 3/3

Marcello Damiani Committee member 21 June 2023 2/2 N/A

Dr. Jackie Hunter Committee member 22 April 2022 until

21 June 2023

2/2 2/3 *

Dr. François Nader Committee member 21 June 2023 until

21September 2023 1/1 N/A

* Dr. Jackie Hunter was not able to attend one ad-hoc Committee meeting organised at short notice during the year due to other commitments.

Dear shareholder

As Chair of the Research and Development Committee,

I am pleased to present you with the report of

the Research and Development Committee (the

“Committee”) for the year ended 31 December 2023.

Thisreport provides an overview of the Committee’s role,

main activities and areas of focus during the year.

The role and responsibilities of the Research

and Development Committee

The role of the Research and Development Committee

is to bring broad strategic perspective and expertise to

support the development and delivery of the Company’s

strategic priorities, work and investments in science,

technology and engineering. The Committee focuses on

74 BenevolentAI Annual Report 2023

Governance

Composition and meeting attendance continued

Other members of the Executive Leadership Team and senior

management may be invited to attend to provide insight or

expertise in relation to specific matters, asappropriate.

Apart from the scheduled and ad-hoc Committee

meetings, the members of the Committee held regular

informal meetings with senior members of the Company’s

Drug Discovery and Product and Technology teams

during the year to provide guidance and recommendations

regarding the development of Drug Discovery programmes

and Knowledge Exploration tools. Members of the

Committee also make themselves available and accessible

to senior management to share experience and expertise

throughout the year, asappropriate.

The Committee meets without the Executive Director

and members of the Executive Leadership Team being

present after each meeting. The Chair of the Committee

reports to the Board on the proceedings of the

Committee after each scheduled meeting and makes

recommendations to the Board, as appropriate.

The main activities and areas of focus of the

Research and Development Committee in 2023

The Committee had a busy year overseeing the

development of the Company’s strategic plan, with the

aim of maximising the potential of the Drug Discovery

portfolio and expanding the differentiated technology

platform to enable biopharma companies to advance new

discoveries by harnessing the power of AI. The Committee

provided guidance and recommendations during the year

regarding both the Company’s Drug Discovery portfolio

and its evolving suite of technology products.

Drug Discovery

As announced by the Company in April 2023, BEN-2293,

a topical pan-Trk inhibitor that was a legacy product not

derived from the Company’s target identification platform,

successfully met the Phase 2a trial’s primary endpoint

of being safe and well tolerated, but did not achieve

the secondary efficacy endpoints to reduce itch and

inflammation. The Committee considered the results of the

trial and recommended not to invest further in the asset.

Following the results of the BEN-2293 Phase 2a trial and as

part of the strategic review of the Company’s business and

opportunities, the Committee conducted a comprehensive

assessment of the Company’s Drug Discovery portfolio.

The aim of the review was to optimise the pipeline by

focusing on the most advanced and high potential assets

originated by the Company’s AI platform with the purpose of

progressing them to their appropriate value inflection points.

As part of this review process, the Committee held two

ad-hoc meetings and members of the Committee also

made themselves available for senior management to

share their views and expertise, as appropriate.

Following a thorough review and recommendation

from the Committee, the Board decided to prioritise the

following assets:

• BEN-8744, an oral, potentially best-in-class, peripherally

restricted PDE10 (phosphodiesterase 10) inhibitor for

the treatment of Ulcerative Colitis;

• BEN-28010, an oral, potentially best-in-class CNS-penetrant

CHK1 (checkpoint kinase 1) inhibitor for the treatment of

Glioblastoma Multiforme and metastatic brain cancers;

• BEN-34712, an oral, potent and selective brain penetrant

RARɑβ (retinoic acid receptor alpha beta) based agonist,

for the treatment of amyotrophic lateral sclerosis (ALS); and

• earlier-stage assets in neurodegenerative and

immunological diseases (Parkinson’s Disease and Fibrosis).

Please see pages 4, 12, 13 and 28 for more information

on the Company’s current preclinical and clinical

development pipeline.

The Committee also considered and made

recommendations regarding potential partnerships and

other business development opportunities during the year.

The validation of the Company’s end-to-end Drug Discovery

platform continues through industry-leading collaborations

with AstraZeneca and Merck KGaA. The Committee receives

updates and considers the progress of these and any

potential new collaborations at each scheduled meeting.

Product and Technology

It is recognised that the fundamental shift in the AI

landscape, which began with the introduction of publicly-

available, high-quality LLMs in November 2022, will result

in a wide adoption of AI tools across biopharma R&D and

as such there is an increasing demand for technology

products that are modular, biopharma specific, secure

and increase probability of R&D success. The Company,

based on its extensive experience building highly specific,

biopharma sector and domain-specialised AI models and

exploring generative AI approaches for use across R&D,

has an opportunity to leverage its core competencies

in drug discovery and data integration to support the

development of these new products.

The Committee considered and provided input for the

Company’s new suite of Knowledge Exploration tools and

received updates regarding their market assessment.

Please see page 13 for more information.

Organisational changes

The Committee oversaw the alignment of the

organisational structure of the Company to the new

strategic direction during the year with the purpose of

improving capital efficiency and operational effectiveness.

During the reorganisation, the Committee ensured that

key capabilities in drug discovery, target identification

and technology were retained within the business and

made recommendations regarding the Company’s new

commercial function to drive revenue growth.

Governance

The Research and Development Committee approved

its 2022 report, being part of the 2022 Annual Report

andAccounts of the Company, in March 2023.

The Committee reviewed and provided

recommendations regarding the strategic metrics

and objectives of the performance measures of the

Company’s 2022 Long Term Incentive Plan to the

Remuneration Committee and the Board.

Prof Sir Nigel Shadbolt

Research and Development Committee Chair

19 March 2024

75BenevolentAI Annual Report 2023

Governance

Remuneration Committee report

Dear Shareholders,

As Chair of the Remuneration Committee (the

“Committee”), I am pleased to present you with the

report of the Remuneration Committee for the year

ended 31 December 2023. This report provides an

overview of the Committee’s role, main activities and

areas of focus during the year.

Roles and responsibilities of the Remuneration

Committee

The Remuneration Committee is responsible for

determining the remuneration policy operated by the

Company in respect of the Executive Director and Non-

Executive Directors of the Company. The Committee

also sets and monitors the level and structure of

remuneration for the Company’s Senior Management.

The Remuneration Committee conducted the annual

review of its Terms of Reference during the year. In

completing the review, the Committee concluded that its

Terms of Reference remained appropriate and reflected

the manner in which the Committee was discharging its

duties. The full Terms of Reference of the Remuneration

Committee can be found on the Company’s website.

Composition and meeting attendance

Appointments to the Committee are made by the

Board on the recommendation of the Nomination and

Governance Committee. The Committee comprises

Independent Non-Executive Directors and has been

chaired by myself since its inception in April 2022. Dr.

Jackie Hunter retired as a Non-Executive Director and

was replaced by Marcello Damiani as a new member of

the Committee on 21 June 2023. Jean Raby stepped off

as a member of the Committee on 21 June 2023 to join

the Company’s Nomination and Governance Committee.

Dr. Susan Liautaud continues to be a member of the

Committee. The biographies of all Committee members

are detailed on pages 46 and 47.

During the year, the Committee held a total of seven

meetings: four scheduled and three ad-hoc. The four

scheduled meetings were held in line with the quarterly

meeting cycle of the Board, in March, June, September

and December. The additional three meetings were held

in July, August and September to discuss ad-hoc matters.

Key highlights

• Approved the 2022 Remuneration report of

theCompany and reviewed the 2023 AGM voting

outcome and feedback received from proxy advisors.

• Considered and approved the compensation

package of the Acting CEO and the terms of

departure of the outgoing CEO.

• Considered and approved the compensation

package of new members of the Executive

Leadership Team, including the acting CFO and

thenew CFO and the CRO.

• Considered and approved an RSU settlement

approach for RSU holders with settlement obligations

by year end of 2023 for awards vesting through 2022.

• Approved clarification of the bonus plan format for

the Executive Director and Senior Management*

for 2024 rollout with target and maximum payout

ranges against STI metrics.

• Approved the 2023 grant of awards under the

Company’s 2022 Long Term Incentive Plan (LTIP) to

Senior Management and the workforce. Approved

changes to the LTIP for implementation in 2024

that introduces target and maximum levels of

attainment for non-financial LTIP metrics.

• Oversaw the Company’s workforce pay policies

andpractices.

* The definition of Senior Management for this purpose

includes the Executive Leadership Team of the Company and

any other direct reports of the Chief Executive Officer at VP

level and above.

Dr. John Orloff

Remuneration Committee Chair

Committee membership and meeting attendance

Members of the Committee Role Member since

Meeting attendance in 2023

Scheduled Meetings Ad-hoc Meetings

Dr. John Orloff Committee Chair Since 22 April 2022 4/4 3/3

Dr. Susan Liautaud Committee member Since 27 July 2022 4/4 2/3 *

Marcello Damiani Committee member Since 21 June 2023 2/2 3/3

Jean Raby Committee member 22 April 2022 until 21 June 2023 2/2 N/A

Dr. Jackie Hunter Committee member 22 April 2022 until 21 June 2023 2/2 N/A

* Dr. Susan Liautaud was not able to attend one ad-hoc Committee meeting organised at short notice during the year due to other commitments.

76 BenevolentAI Annual Report 2023

Governance

Composition and meeting attendance

continued

Committee meetings are attended by the members

of the Committee and others who attend by invitation,

being principally the CEO, CPO, CFO, SVP Finance

and General Counsel and Company Secretary. Other

members of the Executive Leadership Team and senior

management may be invited to attend to provide insight

or expertise in relation to specific matters. The external

advisors of the Remuneration Committee may also be

invited to attend the meetings to provide guidance and

answer any technical questions. The external advisors did

not attend any meetings during the year.

The Committee meets without the Executive Director

and members of the Executive Leadership Team being

present after each meeting. As Committee Chair, I also

meet with the CPO regularly to discuss meeting agendas

and follow up actions.

The Chair of the Committee reports to the Board on the

proceedings of the Committee after each scheduled

meeting and makes recommendations to the Board,

asappropriate.

Main activities and areas of focus of the

Remuneration Committee in 2023

Directors’ remuneration

The Committee considered the Company’s Remuneration

Policy and determined that it continued to support

the strategy and promote the long-term success of the

Company while following the principles of the QCA Code

where relatable to the Company. The Committee will

consider a review of the Remuneration Policy in 2024.

Executive Director and Senior Management

remuneration

Considering and approving the compensation

package of the Acting CEO, the terms of departure

ofthe CEO and, post-year end, the compensation

package of the new CEO

Joanna Shields stepped down as the Company’s

Executive Director and CEO on 21 September 2023.

The Committee reviewed and approved the terms of

Joanna Shields’ departure, in line with the Remuneration

Policy of the Company. Please see page 84 for

furtherinformation.

Joanna Shields continued to support the Board and the

Company in a strategic adviser capacity until 19 March

2024 and the Committee considered and approved her

related compensation.

As an interim measure, Dr. François Nader was

appointed as Acting CEO while maintaining his role and

responsibilities as Chair of the Board. The Committee

considered and approved his Acting CEO compensation

package for this period. Please see page 84 for

moreinformation.

Post-year end, following a thorough search process

and the recommendation of the Nomination and

Governance Committee the Board appointed Dr. Joerg

Moeller as Executive Director and CEO with effect from

24 January 2024. The Committee reviewed and approved

the compensation package of Dr. Joerg Moeller. Please

see page 88 and 89 for more information.

Considering and approving the compensation

packages of Senior Management

Setting and monitoring the level and structure of

remuneration of Senior Management is within the

Remuneration Committee’s remit and in 2023 the

Committee reviewed and approved the terms of

departure of the outgoing CFO, compensation of the

acting CFO, the new CFO and the CRO.

Non-Executive Directors’ remuneration

The Board reviewed the Non-Executive Director annual

fees during the year and recommended changes to

the structure and level of additional annual fees paid to

the Non-Executive Directors in respect of committee

membership and committee chair appointments. The

Board also approved additional annual fees for the

SeniorIndependent Director and the Workforce NED.

Please see page 89 for more information.

Short Term Incentive Plan (STIP)

In line with best practice the Committee approved

clarification of the bonus plan and introduced a target

and maximum payout range for the Executive Director

and Senior Management for 2024 (with a view to roll out

to the wider workforce in 2025) to ensure alignment of

compensation with performance. Please see pages 79

and 85 for further information.

Long Term Incentive Plan (LTIP)

The Committee approved the grant of awards under

the Company’s 2022 Long Term Incentive Plan (LTIP) to

Senior Management and the workforce.

The Committee considered and approved the following

changes to the LTIP in 2023. This will be applicable for

any PSU awards issued from 2024.

• Introduced target and maximum levels of attainment

inrespect of non-financial LTIP metrics on PSU awards

as set out below:

• Strategic measures (40% of award): Introduction

of a target (10%) and maximum (20%) for vesting

percentages on two strategic measures;

• TSR (50% of award): No change to TSR-related

vesting proportions as metric is directly quantifiable

and the full comparator group can be found on

page 88; and

• ESG (10% of award): Introduction of target (3%) and

maximum (6%) for number and type of third party

ESG rating awards. Thresholds are not applicable

tothe other ESG measures.

• The Committee reviewed and approved the Peer

Group for TSR to ensure that it remained appropriate

in the context of the Company’s evolving strategy

and current market capitalisation. The full list of

the constituents of the Peer Group can be found

on page 88.

77BenevolentAI Annual Report 2023

Governance

Remuneration Committee report continued

Long Term Incentive Plan (LTIP) continued

Evaluating and approving ongoing share portal

closure due to liquidity challenges

During 2023, the BenevolentAI share portal remained

closed due to low liquidity of shares. All participants

(Executive Director, Non-Executive Directors, Senior

Management and the workforce) continued to be

restricted from receiving shares from settlement of RSUs

and exercise of options, except for the Company funded

RSU settlement as described below. The Company

and Board re-evaluated its position in June 2023. The

decision was made to continue with portal closure due

to the ongoing low liquidity challenge, daily liquidity

being unlikely to meet the expected need surrounding

commonly used “sell to cover” arrangements to settle

tax obligations of participants arising on settlement of

RSUs and exercise of options. It’s likely that the portal

will remain closed for transactions for all participants,

until such time as there is stock liquidity sufficient to

settletransactions.

Considering and approving a Company-funded

RSUsettlement approach for RSU holders with

settlement obligations by year end of 2023 for

awards vesting through 2022

The Committee considered and recommended for Board

approval the settlement of RSUs granted under the

2016 Share Option Plan of the Company to participants

(Executive Director*, Non-Executive Directors, Senior

Management and the workforce) who have US tax

exposure as part of their profile and which had vested

in the calendar year 2022. Settlement of the RSUs was

needed due to US tax rules and mandated time periods

following a vesting date. The RSUs were settled on

25October 2023 on a net basis for employees (current

and former*) and one Non-Executive Director and on

a gross basis for non-employees (consultants and one

Non-Executive Director). The settled shares reside in the

Employee Benefit Trust, and are locked up by virtue of

the share portal closure until this restriction due to the

liquidity challenge is reassessed and solved for. Please

see page 86 and 87 for furtherinformation.

* At the point of RSU settlement Joanna Shields was nolonger

inrole.

Share Ownership Guidelines for the Executive

Director and Senior Management

The Executive Director and Senior Management

are encouraged to hold shares in the Company.

The Committee acknowledges the importance of

having formal Share Ownership Guidelines in place

to govern minimum shareholding requirements for

executives. TheCommittee is committed to reviewing

and considering this requirement in the coming year.

TheCommittee believes that the recent strategic review

of the business and changes at executive level mean the

Committee and the Board would benefit from a period

ofreflection to appropriately assess how best to meet

this requirement. The Committee continues to monitor

the level of shareholdings by Directors.

Workforce

The Committee reviewed and approved the Company’s

proactive and strategic approach to workforce retention

incentives in response to business right-sizing and

restructuring, recognising the importance of retaining

key talent during this transitional period.

Oversaw the Company’s pay policies and practices

for its wider workforce

During the year, the Committee also reviewed and

considered pay policies and practices for the wider

workforce, including delegating authority for the

Executive Leadership Team to grant awards under

the LTIP, confirming and reviewing end of year reward

structures (including annual salary review and assessing

the extent to which targets have been achieved under

the performance-related bonus scheme) and ensuring

the alignment of incentives and rewards with culture.

These considerations were taken into account when

reviewing and approving the compensation package of

the new Executive Director and the level and structure

ofthe remuneration of Senior Management.

Remuneration Policy

The key objective of the Company’s Remuneration

Policy is to set out the overall principles and structure for

remuneration of the Directors of the Company, including

• support retention, motivation and recruitment of

talented executives in a competitive and dynamic

environment;

• strengthen focus on short-term and long-term

objectives through performance-related pay

and awards;

• support the delivery of the Company’s business

strategy, alignment with the long-term interests of

stakeholders and the creation of long-term sustainable

value; and

• ensure fairness and transparency in how Directors are

compensated and how pay decisions are made.

78 BenevolentAI Annual Report 2023

Governance

Remuneration Policy continued

The table below sets out the key elements of the Remuneration Policy for the Executive Director.

Element Purpose & Link to Strategy Operation Maximum Opportunity Performance Metric

Base

Salary

To provide a core

reward for undertaking

the role, positioned

at a level needed to

recruit and retain the

talent required to

develop and deliver the

business strategy.

The Remuneration

Committee sets base

salaries, taking into

account a range of

factors including:

• the individual’s

skills, performance

and experience;

• internal

relativities and

wider workforce

salary levels;

• external benchmark

data and market

practice in the

biotech and

technology sectors;

• the size and

responsibility

of the role;

• the complexity

of the business

and geographical

scope; and

• economic

indicators.

Base salary will

be targeted to be

positioned around

the upper quartile

of other companies

of a similar size and

complexity, taking

into account practice

at other companies

in the biotech and

technology sectors.

Increases will

normally be in line

with the typical level

of increases awarded

to other employees

at the Company and

will be a reflection

of the individual’s

performance.

The Remuneration

Committee may

award increases

above this

level in certain

circumstances,

including if there is

an increase in the

scope of roles and

responsibilities. Base

salaries are usually

reviewed at least

every two years.

N/A

STIP To support the delivery

of the Group’s annual

business plan. The

focus is on the delivery

of annual portfolio,

platform and tools,

commercial and

corporate objectives.

Bonus metrics for 2023

are detailed onpage 85.

Performance targets

are approved annually

by the Remuneration

Committee. The

Remuneration

Committee exercises

its judgement to

determine payout

levels after the

year end, based

on performance

against targets. This

ensures that the

outcome is fair in

the context of overall

Group performance

and against

personal goals.

The maximum

award opportunity

in respect of any

financial year is based

on role and is up to

100% of base salary for

the Executive Director

(CEO). The annual

bonus will normally

be payable in cash in

February, following

the year end.

In 2024, the bonus

plan format for the

Executive Director

willinclude a target

and maximum

bonus opportunity

linked to attainment

levels against

specified goals.

Performance is measured

against a range of key objectives

across drug discovery, product

and technology, commercial

and corporate as well as the

underlying performance of

the business, the individual’s

personal performance and the

stakeholder experience during

the period. Stretch targets

are set for maximum payout.

Performance is measured over

twelve months.

79BenevolentAI Annual Report 2023

Governance

Remuneration Committee report continued

Element Purpose & Link to Strategy Operation Maximum Opportunity Performance Metric

LTIP (PSU) To reward participants

for the delivery of the

Group’s goals of driving

shareholder value

through measures such

as the Group’s strategic

objectives, TSR and ESG.

Award of shares

subject to

performance

measured over a

three-year period.

Performance targets

are set annually for

each three-year cycle

by the Remuneration

Committee. Awards

are subject to review

by the Remuneration

Committee at the

end of the three-

year performance

period to confirm

that vesting of the

award is appropriate.

Unvested awards

can be reduced or

withheld in certain

circumstances.

Vested awards are

subject to a two-

year holding period

for the Executive

Director (CEO).

The maximum annual

award opportunity is

based on role and is

200% of base salary

for the Executive

Director (CEO).

Vesting of the award is currently

based on a combination of

the following performance

measures:

• Strategic objectives covering

the pipeline, out-licensing

activities, collaborations;

• ESG measures that prioritise

our impact and allow us to

monitor progress; and

• Cumulative Group TSR

compared to a predefined

list of EU and US

biotechnology peers.

Further details can be

foundonpages 77 and 88.

The split between measures, for

each grant, is set annually by

the Remuneration Committee.

In 2023, 40% of the award was

based on strategic objectives,

10% on ESG measures and

50% on TSR.

The Committee reviewed

the composition and split of

these metrics in 2023 and

determined this to be the

appropriate balance for current

businessalignment.

Alternative measures and

weightings, as appropriate,

will be similarly considered

going forward.

LTIP (RSU) To retain and reward

participants for the

delivery of the Group’s

goals of driving

shareholder value.

Award of shares

subject to time served

over a three-year

period. Awards are

subject to review by

the Remuneration

Committee at the

end of the three-

year performance

period to confirm

that vesting of the

award is appropriate.

Unvested awards

can be reduced or

withheld in certain

circumstances.

Vested awards are

subject to a two-

year holding period

for the Executive

Director (CEO).

The maximum annual

award opportunity

is based on role and

is up to 75% of base

salary every three

years (equivalent

to 25% annually)

for the Executive

Director (CEO).

Vesting is subject to continued

employment over a fixed

period. It is intended that any

RSU awards will normally vest

annually over a three-year

period, but the Remuneration

Committee retains discretion

to apply a shorter, longer or

phased vesting period and

to require a post-vesting

holding period. Vesting of RSU

awards will not normally be

subject to the achievement

ofperformance conditions.

Remuneration Policy continued

80 BenevolentAI Annual Report 2023

Governance

Element Purpose & Link to Strategy Operation Maximum Opportunity Performance Metric

Pension To provide a

competitive, flexible

retirement benefit in

a way that does not

create an unacceptable

level of financial risk or

cost to the Group.

The Executive

Director (CEO) is

auto-enrolled into a

defined contribution

pension plan and is

offered the alternative

of a cash allowance.

Employer

contribution into

the Group’s defined

contribution pension

plan of up to 5% of

salary for the UK (or a

cash payment in lieu),

and 3% matching

contribution to the

US401k plan.

N/A

Other

Benefits

To provide market

competitive monetary

and non-monetary

benefits, in a cost-

effective manner, to

assist employees in

carrying out their duties

efficiently.

The Executive

Director (CEO) is

provided with a

package of core

benefits, including

private healthcare,

health cashback plan,

life insurance, and

reimbursement of

membership fees of

professional bodies.

There is no maximum

value of the core

benefit package as

this is dependent

on the cost to the

Company and

the individual’s

circumstances.

N/A

Notes to the policy table

1. Malus and clawback

Consistent with best practice, malus and clawback provisions will be operated at the discretion of the Remuneration

Committee in respect of LTIP awards. These provisions may be applied without limitation where the Remuneration

Committee considers that there are exceptional circumstances. Such exceptional circumstances include serious

reputational damage, negligence or gross misconduct by the participant, corporate failure, a failure of risk

management, material financial misstatement, an error in available financial information or misleading data which

led to the grant of an award or vesting of an award being greater than it would otherwise have been, or personal

misconduct. The Remuneration Committee can make a determination in relation to a malus and clawback event

within three years of becoming aware of it. No malus or clawback provisions were utilised in the financial year ended

31December 2023.

2. Payment for loss of office

In a departure event, the Committee will typically consider whether any element of bonus should be paid for the

financial year. Generally, any bonus, if paid, will be limited to the period served during the financial year in which the

departure occurs. The Committee will consider whether any of the share element of deferred bonus awarded or

LTIP in prior years should be preserved either in full or in part and whether any deferred cash payments should be

preserved either in full or in part. The Committee has a discretionary approach to the treatment of leavers, on the basis

that the facts and circumstances of each case are unique.

The overriding approach to payments for loss of office is to act in the shareholders’ interests. The default position

is that an unvested share award, LTIP or cash entitlement lapses on cessation of employment. This provides the

Committee with the maximum flexibility to review the facts and circumstances of each case, allowing differentiation

between good and bad leavers, and avoiding payment for failure. When considering a departure event, there are a

number of factors which the Committee takes into account. These include:

• the position under the relevant plan documentation;

• the individual circumstances of the departure;

• the performance of the Company/individual during the year to date; and

• the nature of the handover process.

If the Committee, at its discretion, permits an award to vest in a departure event, awards which would otherwise

lapse by default may vest either on the normal vesting date or on cessation of employment, under the rules of the

relevant plan. These circumstances may include death, injury, ill-health, disability, redundancy or sale of the Company

or business.

Remuneration Policy continued

81BenevolentAI Annual Report 2023

Governance

Remuneration Committee report continued

Remuneration report

This section of the Remuneration report explains how the Remuneration Policy has been implemented during

the year.

Remuneration received by Directors in the year ended 2023

The table below sets out the Single Total Figure of Remuneration (‘STFR’) for the Executive Director (CEO) and

Non-Executive Directors for 2023.

For the year ended 31 December 2023

Name Role

Salary

(£)

Fees

(£)

Bonus

(£)

Benefits

(£)

Total LTIP

awards

(£)

STFR

(£)

Dr. François Nader

Non-Executive Director

andChair, and Acting

CEO from21September

2023

227,404

99,825

— — — 327,229

Joanna Shields

Executive Director

andCEO (until

21September 2023)

395,544 — — 21,151 — 416,695

Dr. John Orloff

Non-Executive Director — 100,000 — — — 100,000

Jean Raby

Non-Executive Director — 100,000 — — — 100,000

Dr. Jackie Hunter

(until21June 2023)

Non-Executive Director — 37,949 — 4,315

11a

— 42,264

Marcello Damiani

(from 4 May 2023)

Non-Executive Director — 55,538 — — — 55,538

Prof Sir Nigel

Shadbolt

Non-Executive Director — 90,000 — — — 90,000

Dr. Olivier Brandicourt

Non-Executive Director — 88,051 — — — 88,051

Dr. Susan Liautaud

Non-Executive Director — 86,667 — — — 86,667

For the year ended 31 December 2022

Name Role

Salary

(£)

Fees

(£)

Other

(£)

Bonus

(£)

Benefits

(£)

Total LTIP

awards

(£)

STFR

(£)

Dr. François Nader Non-Executive Director

andChair

— 93,795 — — — — 93,795

Joanna Shields Executive Director

andCEO

526,713 — — 279,548 20,322 369,049 1,195,632

Dr. John Orloff Non-Executive Director — 73,795 — — — — 73,795

Jean Raby

(from22April 2022)

Non-Executive Director — 55,179 — — — — 55,179

Dr. Jackie Hunter Non-Executive Director — 73,795 — — 13,814 — 87,609

Prof Sir Nigel Shadbolt Non-Executive Director — 73,795 — — — — 73,795

Dr. Olivier Brandicourt

(from 22 April 2022)

Non-Executive Director — 55,179 — — — — 55,179

Dr. Susan Liautaud

(from 30 June 2022)

Non-Executive Director — 40,308 — — — 216,684 256,992

82 BenevolentAI Annual Report 2023

Governance

Remuneration report continued

Remuneration received by Directors in the year ended 2023 continued

Table footnotes

1. Dr. François Nader*

1a. Representative of Acting CEO

earnings from 21 September 2023 to

31December 2023 (84,968 USD per

month attributable to CEO salary)

1b. Representative of NED and

committee membership earnings in

2023. Annual fee structure asfollows:

ب 1 January 2023 – 1 May 2023

– Chair of the Board Fee (80,000 GBP)

– Chair of the Nomination and

Governance Committee and

member of the Audit, Finance and

Risk Committee (20,000 GBP)

ب 1 May 2023 – 21 September 2023

– Chair of the Board Fee (80,000 GBP)

– Chair of the Nomination and

Governance Committee (20,000GBP)

– Member of the Audit, Finance and

Risk Committee until 21 June 2023

and member of the Research and

Development Committee from

21June 2023 until 21 September 2023

(15,000 GBP)

ب 21 September 2023 – 31 December 2023

– Chair of the Board (8,134 USD

permonth)

* USD converted into GBP for purposes of

calculating STFR.

2. Joanna Shields representative of actual

earnings in 2023 up to the departure

date of 21 September 2023 (full year

salary 545,000 GBP)

3. Dr. John Orloff representative of NED

and committee membership earnings in

2023. Annual fee structure as follows:

ب 1 January 2023 – 1 May 2023

– Non-Executive Director (60,000 GBP)

– Chair of the Remuneration

Committee and member of the

Research and Development

Committee (20,000 GBP)

ب 1 May 2023 – 31 December 2023

– Non-Executive Director (60,000 GBP)

– Chair of the Remuneration

Committee (20,000 GBP)

– Member of the Research and

Development Committee

(15,000GBP)

– Workforce NED (15,000 GBP)

4. Jean Raby representative of NED and

committee membership earnings in

2023. Annual fee structure as follows:

ب 1 January 2023 – 1 May 2023

– Non-Executive Director (60,000 GBP)

– Chair of the Audit, Finance and

Risk Committee and member

of Remuneration Committee

(20,000GBP)

ب 1 May 2023 – 31 December 2023

– Non-Executive Director (60,000 GBP)

– Chair of Audit, Finance and Risk

Committee (20,000 GBP)

– Member of the Remuneration

Committee until 21June 2023

and member of the Nomination

and Governance Committee from

21June 2023 (15,000 GBP)

– Senior Independent Director

(15,000 GBP)

5. Dr. Jackie Hunter representative of NED

and committee membership earnings

until 21June 2023. Annual fee structure

asfollows:

ب 1 January 2023 – 21 June 2023

– Non-Executive Director (60,000 GBP)

– Member of the Remuneration

Committee and member of the

Research and Development

Committee (20,000 GBP)

6. Marcello Damiani representative of NED

and committee membership earnings

from 4May 2023. Annual fee structure as

follows:

ب 4 May 2023 – 21 June 2023

– Non-Executive Director (60,000 GBP)

ب 21 June 2023 – 31 December 2023

– Non-Executive Director (60,000 GBP)

– Member of the Remuneration

Committee (15,000 GBP)

– Member of the Research and

Development Committee

(15,000GBP)

7. Prof Sir Nigel Shadbolt representative

of NED and committee membership

earnings in 2023. Annual Fee structure

as follows:

ب 1 January 2023 – 1 May 2023

– Non-Executive Director (60,000 GBP)

– Chair of Research and

Development Committee and

member of the Nomination

and Governance Committee

(20,000GBP)

ب 1 May 2023 – 31 December 2023

– Non-Executive Director (60,000 GBP)

– Chair of Research and

Development Committee

(20,000GBP)

– Member of the Nomination and

Governance Committee until 21

June 2023 and Member of Audit,

Finance and Risk Committee from

21 June 2023 (15,000 GBP)

8. Dr. Olivier Brandicourt representative

of NED and committee membership

earnings in 2023. Annual fee structure

asfollows:

ب 1 January 2023 – 1 May 2023

– Non-Executive Director (60,000 GBP)

– Member of Nomination and and

Governance Committee and

member of the Audit, Finance and

Risk Committee (20,000 GBP)

ب 1 May 2023 – 21 September 2023

– Non-Executive Director (60,000 GBP)

– Member of Audit, Finance and Risk

Committee (15,000 GBP)

– Member of Nomination and

Governance Committee (15,000GBP)

ب 21 September 2023 – 31 December 2023

– Non-Executive Director (60,000 GBP)

– Member of Audit, Finance and Risk

Committee (15,000 GBP)

– Chair of Nomination and Governance

Committee (20,000GBP)

9. Dr. Susan Liautaud representative of

NED and committee membership

earnings in 2023. Annual fee structure

asfollows:

ب 1 January 2023 – 1 May 2023

– Non-Executive Director (60,000 GBP)

– Member of the Nomination and

Governance Committee and

member of the Remuneration

Committee (20,000 GBP)

ب 1 May 2023 – 31 December 2023

– Non-Executive Director (60,000 GBP)

– Member of the Remuneration

Committee (15,000 GBP)

– Member of Nomination and

Governance Committee (15,000 GBP)

10. No bonus paid to Joanna Shields as CEO

due to departure and no bonus paid to

Dr. Francois Nader as Acting CEO

11. Benefits inclusive of private medical

insurance, health cash plan, pension

scheme employer contribution and

pension cash allowance

a. The benefit shown for Dr. Jackie

Hunter is representative of Private

Medical Insurance only. This was

a legacy healthcare benefit and

was discontinued in 2023 prior to

the retirement as Non-Executive

Director of the Company in

June2023. There is no ongoing

medical coverage or benefits for any

other Non-Executive Directors.

12. No LTIP (inclusive of Restricted Share

Units or Performance Share Units) were

granted in 2023.

13. STFR inclusive of salary, and or fees, bonus

and benefits in2023.

83BenevolentAI Annual Report 2023

Governance

Remuneration Committee report continued

Remuneration report continued

Executive Director remuneration 2023

On 21 September 2023, Joanna Shields stepped down as CEO and Executive Director of the Company. In order

to provide the Company with continuity whilst the search process was underway, Dr. François Nader assumed

the role of Acting CEO on an interim basis on 21 September 2023, while maintaining his Chair of the Board role

and responsibilities. Dr. François Nader stepped down as chair and member of the Nomination and Governance

Committee and member of the Research and Development Committee during his tenure as Acting CEO.

Following the appointment of Dr. Joerg Moeller as CEO and Executive Director on 24 January 2024, Dr. François Nader

stepped down as Acting CEO and reverted to his position as Independent Non-Executive Chair of the Board, chair of

the Nomination and Governance Committee and member of the Research and Development Committee.

During his role as Acting CEO, Dr. François Nader received an interim executive compensation package inclusive

of a monthly rate of 93,102 USD (84,968 USD attributed to Acting CEO role and 8,134 USD to Chair role). No annual

performance bonus was issued to Dr. François Nader during this period and there was no participation in the

Company’s LTIP.

On departure, Joanna Shields was entitled to receive 12 months of Pay in Lieu of Notice (545,000 GBP) and

outstanding holiday payment owed (50,308 GBP). As part of the departure, Joanna had 4,913,813 RSUs retained and

settled via the RSU settlement process and 340,440 RSUs retained as a vested amount to be settled at a later date.

797,882 total LTIP (inclusive of RSUs and PSUs) were forfeited as a result of departure. No new LTIP were issued to

Joanna in 2023; no performance bonus was paid; and, no further loss of office payments were made.

Joanna Shields continued to support the Board and the Company in a strategic adviser capacity until 19 March 2024.

CEO Single Total Figure of Remuneration

The table below sets out the CEO’s single total figure of remuneration for the year ended 31 December 2023; there is

no percentage of maximum bonus shown for 2023, as the decision was taken by the Remuneration Committee to

award no bonus to the CEO in light of her leaving office on 21 September 2023.

The table below is also inclusive of the Acting CEO’s single total figure of remuneration for the year ended

31December 2023 (comprising Acting CEO salary and Chair of the Board fees).

For the year ended 31December 2023

Joanna Shields Dr. Francois Nader

Total remuneration

(£) 395,544 327,229

Annual bonus

(as a % of maximum opportunity) — —

LTIP value

(£) — —

For the year ended

31December2022

Joanna Shields

Total Remuneration

(£) 526,713

Annual bonus

(as a % of maximum opportunity) 63%

LTIP value (£) 369,049

Table Footnotes

1. Total remuneration representative of actual earnings for Joanna Shields up to the departure date of 21 September 2023 and totalearnings

for Dr. François Nader as Acting CEO and Chair from 21 September to 31 December 2023.

2. No performance bonus was awarded to Joanna Shields or Dr. François Nader in 2023.

3. No LTIP (inclusive of Restricted Share Units or Performance Share Units) was granted in 2023.

4. 2022 base salary is representative of earnings in the year, combined salary pre-listing (490,140 GBP) and post-listing (545,000 GBP).

5. 2022 annual bonus % representative of 31% out of the maximum 50% from old bonus scheme in the period from January to April and 63%

out of the maximum 100% from new bonus scheme in the period from May to December.

84 BenevolentAI Annual Report 2023

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Remuneration report continued

Annual Bonus

For the year ended 31 December 2023 the Executive Director (CEO) was eligible to earn an annual bonus of up to 100%

of salary for the period from 1 January to 31 December, based upon achievement of Company objectives and personal

performance measures in accordance with the Remuneration Policy. The decision was taken by the Remuneration

Committee to award no bonus to Joanna Shields for 2023 in light of her leaving office on 21 September 2023.

The metrics set out below provide insight into what performance meant for 2023, and how the outcomes for the

Company were assessed against strategic goals.

Metrics for 2023 were amended to take into account the deployment of an updated strategic plan and restructure

following business rightsizing and restructuring.

Company objectives unlock up to 50% of maximum bonus potential, whilst personal performance unlocks up to 50%.

Thebonus calculation in relation to Company objectives is set out below. Given the commercially sensitive nature of

these targets, high-level descriptions are provided.

In line with best practice the annual bonus structure for 2024 for the Executive Director will incorporate a target and

maximum payout range to ensure alignment of compensation with performance.

Area Description Target (%) Achievement (%)

Portfolio Objectives covered a range of pipeline measures and were

moderated during the year following the strategic review

with key items including: completion of Phase IIa study for

BEN-2293; initiating Phase Ia study for BEN-8744;

completing IND-enabling studies for BEN-280101 and

transitioning BEN-34712 to IND-ready

30% 23%

Platform and Tools Objectives covered a range of deliverables including;

supporting and delivering on collaborations, and exploring

initial development and validation of Knowledge

Exploration tools, new data sources and TID offerings

andcapabilities

15% 9%

Commercial Objectives covered a range of deliverables including

signing a new strategic collaboration with Merck

35% 17. 5%

Corporate Completing a corporate restructure and retaining

criticaltalent among a range of deliverables

20% 12%

Pension and Benefits

The former CEO was provided with Company benefits in line with the workforce, including pension scheme with up to

5% of the former CEO’s base salary, matching employer contribution to a stakeholder pension scheme in the UK (or a

cash payment in lieu). The former CEO also received private medical insurance (family level cover) and life assurance of

up to 4x base salary. The Acting CEO and Chair received no Company benefits for the duration of his tenure in the role.

85BenevolentAI Annual Report 2023

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Remuneration report continued

Long Term Incentives

Directors interests and shareholdings

The direct or indirect interests of the Directors holding office in the financial year ended 31 December 2023 (or of

persons closely associated with them) in the shares and other equity instruments of the Company are set out below:

For the year ended 31 December 2023

Participant

Owned

Outright

Total Share

Incentive

Scheme

Participation

as at

1 January

Total

Awards

Lapsed

RSU

Settled

Number of

Unvested

Options/

RSUs with

Performance

Conditions

(as at

31 December)

Number of

Unvested

Options

without

Performance

Conditions

(as at

31 December)

Number of

Vested but

Unsettled/

unexercised

Options/

RSUs (as at

31 December)

Total Share

Incentive

Scheme

Participation

as at

31 December

Dr. François Nader

1,410,056

1,867,988 —

(1,400,991)

— 155,666 311,331 466,997

Joanna Shields

(until 21September

2023) — 6,097,103 (842, 850)

(4,913,813)

— — 340,440 340,440

Dr. John Orloff 54,315 115,479 — (49,185)

— 27,801 38,493 66,294

Jean Raby

868,354 — — — — — — —

Dr. Jackie Hunter

(until21June 2023) 192,465 707,654 — — — — 707,654 707,654

Marcello Damiani

(from4May 2023) — — — — — — — —

Prof Sir Nigel

Shadbolt — 115,479 — — — 10,693 104,786 115,479

Dr. Olivier

Brandicourt

555,477 — — — — — — —

Dr. Susan Liautaud — 39,604 — — — 26,403 13,201 39,604

Table footnotes

1. The direct or indirect interest of the Directors holding office in the financial year ended 31 December 2023 (or of persons closely associated

with them) in the A Shares of the Company.

2. Jean Raby also holds 325,873 B Shares and 971,890 B Warrants.

3. Olivier Brandicourt also holds 217,248 B Shares and 647,925 B Warrants.

4. This figure is representative of RSUs (Restricted Stock Units) vested in calendar year 2022 (full breakdown per individual can be found below)

a. Out of a total of 1,867,988 RSUs granted to Dr. François Nader under the BenevolentAI Limited Share Option Plan 2016, 1,400,991 vested

up to and including 31 December 2022 and were settled by BenevolentAI S.A for an overall value of GBP 1,159,346.

b. Out of a total 5,849,779 RSUs granted to Joanna Shields under the BenevolentAI Limited Share Option Plan 2016, 4,913,813 vested up to

and including 31 December 2022 and were settled by BenevolentAI S.A. Out of the vested RSUs, 15,706 were withheld by the Company

for strike price and 2,302,113 to settle UK tax obligations with 2,595,994 shares ultimately distributed for an overall value of GBP 4,053,276.

c. Out of a total of 115,479 RSUs granted to Dr. John Orloff under the BenevolentAI Limited Share Option Plan 2016, 49,185 vested up to

and including 31 December 2022. Out of the vested RSUs, 159 were withheld by the Company for strike price, and 3,679 to settle UK tax

obligations with 45, 347 shares ultimately distributed for for an overall value of GBP 40,570.

5. Settled shares for Dr. François Nader were vested prior to stepping up to Acting CEO.

6. Inclusive of 797,822 RSUs lapsed due to departure and 44,968 RSUs lapsed due to an award grant error from 2022 corrected in the year.

86 BenevolentAI Annual Report 2023

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Post-year end A Share acquisitions

Post-year end the following Directors of the Company (or persons closely associated with them) directly or indirectly

acquired A Shares of the Company as set out below:

Director Date of acquisition

Number of A Shares

of the Company

Resultant total A Shareholding

as at the date of the report

Dr. François Nader 6 February 2024 50,000 1,460,056

Dr. John Orloff

In the period from 6 February

to8February 2024 25,000 79,315

Jean Raby

In the period from 6 February

to8February 2024 24,544 892,898

Marcello Damiani 6 February 2024 50,000 50,000

Dr. Olivier Brandicourt 6 February 2024 50,000 605,477

Dr. Joerg Moeller 6 February 2024 25,000 25,000

RSU Settlement

As outlined on page 78, in 2023, the Remuneration Committee considered and recommended for Board approval the

settlement of restricted stock units (RSUs) granted under the 2016 Share Option Plan of the Company to participants

who have US tax exposure as part of their profile and which had vested in calendar year 2022. The RSU settlement

action and pricing was completed on 25 October 2023.

Share awards granted in 2023

Our LTIP for the Executive Director remains consciously weighted toward a higher % of PSUs, ensuring a substantial

portion of the overall LTIP scheme is directly tied to performance metrics.

No LTIP awards were granted to Non-Executive Directors in 2023.

Joanna Shields as Executive Director and CEO rescinded her applicable 2023 annual award prior to grant, and no LTIP

award was made to Dr. François Nader as Acting CEO during the year.

Although no PSU awards were granted to Joanna Shields as Executive Director and CEO in 2023, the metrics set out

on page 88 provide insight into what the criteria for 2023 PSU awards means, and how these outcomes would be

due to vest.

In September 2023, the Remuneration Committee approved the introduction of levels of attainment that will trigger

target and maximum against the Strategic and ESG measures. As no PSUs were awarded in 2023, these will be

applicable from 2024 (as outlined on page 77).

87BenevolentAI Annual Report 2023

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Remuneration report continued

LTIP metrics, weightings and vesting criteria for PSUs for the 2023 – 2026 measurement period

Performance Measure

Percentage of

PSUsto which the

measure applies

TSR performance

Full TSR Peer Group for 2023 can be found below

50%

Strategic measures

2,3

40%

1. Demonstrate the strategic value of the technology platform 20%

2. Demonstrate value of the pipeline by out-licensing key pipeline assets 20%

ESG measures

10%

1. Achieving a BBB/ABB rating with MSCI and Sustainalytics (amended for 2023 onward, toinclude

EthiFinance)

2. Delivering a sustainability framework with KPIs and targets 2%

3. Conducting materiality assessments with key stakeholders every two years 2%

Table footnotes

1. The TSR Peer Group for 2023 included the following companies:

ب Abcellera Biologics Inc

ب CureVac NV

ب Relay Therapeutics Inc

ب Schrodinger Inc

ب Idorsia Ltd

ب Immunocore Holdings PLC

ب Alvotech SA

ب Prothena Corporation PLC

ب Recursion Pharmaceuticals Inc

ب Pharma Mar SA

ب Formycon AG

ب Exscientia PLC

ب Valneva SE

ب Uniqure NV

ب Merus NV

ب Biogaia AB

ب Nykode Therapeutics ASA

ب Zealand Pharma A/S

ب BioArctic AB

ب MorphoSys AG

Proportion of the relevant percentage of the PSUs to vest as follows;

Below the median TSR of the TSR Comparator Group: 0%

At least equal to the median TSR of the TSR Comparator Group: 25%

Between the median TSR of the TSR Comparator Group and the upper quartile TSR of the TSR Comparator Group: Pro rata on a straight-

line basis between 25% and 100%

At or above the upper quartile TSR of the TSR Comparator Group: 100%

In the event that one of the comparator companies set out above is no longer listed on a recognised stock exchange at the end of the TSR

performance period or for similar reasons is no longer considered to be an appropriate comparator, the Remuneration Committee shall

retain the discretion to determine the treatment of such comparator company.

2. Due to the commercially sensitive nature of the Company’s Strategic measures we have omitted annual revenue figures and other such

information specific to achievement of targets and maximums.

3. No thresholds applicable on Strategic or ESG measures as threshold attainment considered unrealistic in these measures.

88 BenevolentAI Annual Report 2023

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CEO 2024 transition

Post-year end, following a thorough search process and the recommendation of the Nomination and Governance

Committee, the Board appointed Dr. Joerg Moeller as Executive Director and CEO with effect from 24 January 2024 to

fill the vacancy created by the resignation of Joanna Shields.

Dr. Joerg Moeller’s executive compensation structure was reviewed and approved by the Remuneration Committee in January

2024 taking into account the skills and experience of Dr. Joerg Moeller and Company direction and strategy. The Company’s

Remuneration Policy is that base salary should normally be positioned at or close to the upper quartile of companies of a

similar size and complexity taking into account market practice at companies in the biotech and technology sectors.

Dr. Joerg Moeller’s compensation consists of annual Base Salary of 460,000 GBP and annual Executive Director Fee of

60,000 GBP. Given that Dr.Joerg Moeller was required to relocate for this role, he also received a one-off cash amount

of 50,000 GBP and a relocation services package of 8,000 GBP (inclusive of a 12-month clawback policy) to facilitate a

seamless transition.

On-hire long term incentives for Dr. Joerg Moeller’s CEO role in the form of restricted share units (‘RSUs’) at 100% of

base salary and performance share units (‘PSUs’) at 225% of base salary will be issued in 2024 in order to incentivise

and reward the CEO for the long-term strategy. On hire awards remained consciously weighted toward a higher

percentage of PSUs, ensuring that a greater proportion of the CEO remuneration package is directly tied to

performance metrics.

Dr. Joerg Moeller will also be eligible to participate in the annual bonus scheme, where payout ranges are tied to

personal performance targets, as well as the Company’s overall performance. The annual target bonus is set at 50% of

Base Salary with a maximum bonus at 100% of Base Salary.

Details of the performance measures versus targets will be disclosed in next year’s remuneration report. Metrics for

PSUs will be in line with those disclosed on page 77. Target and maximum levels of attainment in relation to the

annual bonus scheme and PSU measures will apply from 2024.

Non-Executive Director fees

In March 2023, the Board reviewed and approved a change to the structure and level of additional fees paid to the

Non-Executive Directors in respect of committee membership and committee chair appointments. Additional fees for

other responsibilities such as Senior Independent Director and Workforce NED were also introduced as set out below.

Non-Executive Director fees were reviewed against companies of a similar size and complexity and it was determined

that the annual fee structure remained broadly in line with market practice.

NEDs are not eligible to participate in incentive arrangements or receive pension or other benefits.

Annual fee and additional fee structure of the Non-Executive Directors is set out as follows:

• Annual fee of Non-Executive Directors (not including the Chair): GBP 60,000

• Annual fee of the Chair: GBP 80,000

• Additional annual fee for Non-Executive Directors serving on committees (regardless of the number ofcommittee

appointments): GBP 20,000 effective until 1 May 2023

• Additional annual fee for Non-Executive Directors serving as committee members (applicable per committee

appointment): GBP 15,000 effective from 1 May 2023

• Additional annual fee for Non-Executive Directors serving as committee chairs (applicable instead of committee

membership fee): GBP 20,000 effective from 1 May 2023

• Additional annual fee for the Senior Independent Non-Executive Director: GBP 15,000 effective from 1 May 2023

• Additional annual fee for the Workforce Non-Executive Director: GBP 15,000 effective from 1 May 2023

CEO pay ratio

The Company has chosen to use Option A as defined by the UK-listed company remuneration reporting requirements,

as we recognise that this is the most statistically accurate method for calculating the ratio. Option A calculates the

total full-time equivalent pay and benefits (inclusive of FTE remuneration, taxable benefits, and bonus) into a single

total figure of remuneration (STFR) for all our UK employees as at 31 December 2023 in order to identify and rank the

25th, 50th and 75thpercentiles.

These three pay ratios are then calculated against the CEO’s single total figure of remuneration (inclusive of FTE

remuneration, taxable benefits, and bonus). The above covers the period from 1 January 2023 to 31December 2023,

consistent with the single total figure of remuneration.

For transparency and consistency and in order to facilitate year-on-year comparison, the Company has decided to use the

permanent CEO’s full-time remuneration inclusive of 2023 remuneration. This provides a more accurate representation of

the organisation’s executive compensation structure, as the Acting CEO and Chair’s annual salary is not reflective of the

permanent executive compensation structure and does not allow for an accurate comparison year on year.

89BenevolentAI Annual Report 2023

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Remuneration Committee report continued

Remuneration report continued

CEO pay ratio continued

For the CEO and each UK employee employed on 31December 2023, the single total figure of remuneration comprises

the summation of base pay and benefits received from 1 January 2023 to 31 December 2023, including employer pension

contributions or cash equivalent and includes the full-year bonus for the year ended 31December 2023.

Financial Year Method Element

P25

(lower quartile)

P50

(median)

P75

(upper quartile) CEO STFR 2023

2023 Option A CEO Pay Ratio 9:1 7:1 5:1

Total Pay & Benefits

61,472 84,532 110,093 573,040

Salary Only 54,038 72,000 95,167 545,000

2022 Option A CEO Pay Ratio 14:1 11:1 8:1

Total Pay & Benefits 59,836 77,983 105,085 826,583

Salary Only 50,000 65,000 86,400 526,713

Table footnotes

1. Workforce total pay and benefits inclusive of permanent UK employees employed as at 31 December 2023 and includes FTE remuneration,

taxable benefits (inclusive of pension and private medical insurance), and 2023 annual bonus. This figure does not include LTIP for either

theCEO or the workforce.

2. Due to CEO departure in September, Remuneration for 2023 is based on CEO earnings extrapolated forward to cover 12 months and

includes FTE Remuneration, taxable benefits (inclusive of pension and private medical insurance). 2023 Bonus for the CEO is not reflected

inSTFR due to no bonus being paid out due to CEO departure.

Gender pay gap reporting

The Group recognises the importance of diversity and inclusion, including gender, at all levels of the Company.

Whilst the Group is not legally obliged to report on its gender pay gap given its relative size, it was the intention of the

Group to begin reporting on gender pay gap in 2023. However, given the significant business change and right-sizing

during the year, reporting was postponed to 2024 in order to appropriately reflect the revised population of thebusiness.

Directors’ agreements

Executive Director

Until 21 September 2023, the outgoing Executive Director (CEO) Joanna Shields was employed by BenevolentAI

Limited pursuant to a combined Director’s service agreement and terms of employment agreement (“CEO

Agreement”). This set out standard and customary provisions covering both Executive Director and CEO duties

andresponsibilities. The agreement was of indefinite duration and governed by the laws of England and Wales.

The CEO agreement could be terminated by either party giving twelve months’ prior written notice to the other party.

BenevolentAI Limited was additionally entitled to terminate the Executive Director’s (CEO) employment immediately

and make a payment in lieu of notice equal to base salary. There were normally no other benefits payable on

termination of employment but the Committee retained discretion to make a payment in lieu of pension and benefits

for the notice period. In addition, the Company could terminate the CEO Agreement with immediate effect in certain

circumstances that customarily entitle the termination of a service agreement without notice.

From 21 September 2023, Dr. François Nader was appointed as Acting CEO pursuant to a letter of employment with

Benevolent Technology Inc. This was an “at will” employment relationship which was terminated effective 24 January

2024 upon the appointment of the new CEO Dr. Joerg Moeller.

Non-Executive Director

The Non-Executive Directors are elected for an initial term of three years pursuant to Non-Executive Director

agreements for the provision of services (the “ Services Agreements”). The Services Agreements may be terminated

by either party on three months’ prior written notice or six months’ prior written notice in the case of the Chair’s

Services Agreement, and by the Company without notice where the Non-Executive Director is dismissed by the

general meeting of the Company, breaches a material obligation of the service agreement, and in certain other

circumstances that customarily entitle the termination of a service contract. The Services Agreements do not provide

for the payment of any benefits to the Non-Executive Directors in the event of termination. The Company is entitled

toterminate the Services Agreements immediately and make a payment to the Non-Executive Director equal to

thefees the Non-Executive Director would have received during the outstanding notice period.

Dr. John Orloff

Remuneration Committee Chair

19 March 2024

90 BenevolentAI Annual Report 2023

Governance

Responsibility statement by the Board of Directors

for the year ended 31 December 2023

The Board of Directors of the Company reaffirm their responsibility to ensure the maintenance of proper accounting

records disclosing the consolidated financial position of the Company and its undertakings included in the

consolidation taken as a whole (together “the Group”) with reasonable accuracy at all times and to ensure that an

appropriate system of internal controls is in place to ensure that the Group’s business operations are carried out

efficiently and transparently. In accordance with Article 3 of the law of 11 January 2008 on transparency requirements

in relation to information about issuers whose securities are admitted to trading on a regulated market, the Board of

Directors of the Company declare that, to the best of their knowledge, the audited consolidated financial statements

of the Company for the year ended 31 December 2023 as presented in this Annual Report, and established in

conformity with International Financial Reporting Standards as adopted by the European Union, give a true and fair

view of the assets, liabilities and financial position of the Group as of that date and results of the Group for the period

then ended. In addition, the Annual Report includes a fair review of the development and performance of the Group’s

business operations during the year and of principal risks and uncertainties, where appropriate, faced by the Group as

well as other information required by the Article 68 ter of the law of 19 December 2002 on the register of commerce

and companies and the accounting and annual accounts of undertakings, as amended.

On behalf of the Board of Directors of the Company:

Dr. François Nader

Chair

19 March 2024

Dr. Joerg Moeller

Chief Executive Officer

19 March 2024

91BenevolentAI Annual Report 2023

Governance

Report on the audit of the consolidated financial statements

Our opinion

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated

financial position of BenevolentAI S.A. (the “Company”) and its subsidiaries (the “Group”) as at 31 December 2023,

andof its consolidated financial performance and its consolidated cash flows for the year then ended in accordance

with IFRS Accounting Standards as adopted by the European Union.

Our opinion is consistent with our additional report to the Audit Committee.

What we have audited

The Group’s consolidated financial statements comprise:

• the consolidated statement of financial position as at 31 December 2023;

• the consolidated statement of cash flows for the year then ended;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended; and

• the notes to the consolidated financial statements, including material accounting policy information and other

explanatory information.

Basis for opinion

We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit

profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the

“Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the EU Regulation No 537/2014,

the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities

of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants,

including International Independence Standards, issued by the International Ethics Standards Board for Accountants

(IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to

our audit of the consolidated financial statements. We have fulfilled our other ethical responsibilities under those

ethicalrequirements.

To the best of our knowledge and belief, we declare that we have not provided non-audit services that are prohibited

under Article 5(1) of the EU Regulation No 537/2014.

The non-audit services that we have provided to the Company and its controlled undertakings, if applicable, for the

year then ended, are disclosed in Note 6 to the consolidated financial statements.

Independent auditor’s report

to the Shareholders of BenevolentAI S.A.

92 BenevolentAI Annual Report 2023

Financial statements

Report on the audit of the consolidated financial statements continued

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit

of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

Accounting for revenue collaboration agreements

During the year ended 31 December 2023, the Group

recognised revenue from collaboration agreements

with AstraZeneca and Merck (“collaboration

agreements”). The collaboration agreements each

have their own separate terms and conditions.

We considered the accounting for the collaboration

agreements to be a key audit matter due to the

judgements involved in applying the IFRS 15 “Revenue

from Contracts with Customers”, in particular the

complete identification of performance obligations,

allocation of the transaction price to those

performance obligations and the estimation of costs

to complete collaboration agreements.

In respect of the revenue recognised for the year ended

31December 2023:

• We inspected the signed collaboration agreements to

understand their key terms;

• We assessed the appropriateness of the identification by

management of the performance obligations and the

appropriateness of the accounting for those collaboration

agreements;

• We evaluated management’s allocation of the transaction

price to the performance obligations of the collaboration

agreements;

• We assessed the completeness and accuracy of both

costs incurred to the reporting date and calculations

prepared by management on the costs to complete the

collaboration agreements; and

• We assessed the appropriateness of the disclosures in

Notes 5 “Revenue” and 2.15 “Revenue recognition” to the

consolidated financial statements.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information

stated in the Annual Report including the Consolidated management report and the Corporate Governance

Statement but does not include the consolidated financial statements and our audit report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express

anyform of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information identified above and, in doing so, consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and those charged with governance for the consolidated

financialstatements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements

in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as

the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations,

or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

The Board of Directors is responsible for presenting and marking up the consolidated financial statements in

compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic

Format (“ESEF Regulation”).

93BenevolentAI Annual Report 2023

Financial statements

Report on the audit of the consolidated financial statements continued

Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg

by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism

throughout the audit. We also:

• identify and assess the risks of material misstatement of the consolidated financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control;

• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Group’s internal control;

• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the Board of Directors;

• conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our audit report to the related disclosures in the consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group

tocease to continue as a going concern;

• evaluate the overall presentation, structure and content of the consolidated financial statements, including the

disclosures, and whether the consolidated financial statements represent the underlying transactions and events

ina manner that achieves fair presentation;

• obtain sufficient appropriate audit evidence regarding the financial information of the entities and business

activities within the Group to express an opinion on the consolidated financial statements. We are responsible for

the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and communicate to them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or

safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of

most significance in the audit of the consolidated financial statements of the current period and are therefore the

key audit matters. We describe these matters in our audit report unless law or regulation precludes public disclosure

about the matter.

We assess whether the consolidated financial statements have been prepared, in all material respects, in compliance

with the requirements laid down in the ESEF Regulation.

Independent auditor’s report continued

to the Shareholders of BenevolentAI S.A.

94 BenevolentAI Annual Report 2023

Financial statements

Report on other legal and regulatory requirements

The Consolidated management report is consistent with the consolidated financial statements and has been

prepared in accordance with applicable legal requirements.

The Corporate Governance Statement is included in the consolidated management report. The information required

by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on the commercial and companies

consolidated financial statements and has been prepared in accordance with applicable legal requirements.

We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders on 4 May 2023

and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years.

We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2023

with relevant statutory requirements set out in the ESEF Regulation that are applicable to consolidated financial

statements.

For the Group it relates to the requirement that:

• the consolidated financial statements are prepared in a valid XHTML format;

• the XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules

onmarkups specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of the Group as at 31 December 2023 have been prepared,

inallmaterial respects, in compliance with the requirements laid down in the ESEF Regulation.

Represented by

Andrei Chizhov

PricewaterhouseCoopers, Société coopérative

Luxembourg

19 March 2024

95BenevolentAI Annual Report 2023

Financial statements

		2023	2022
		Total	Total
	Note	£’000	£’000
Revenue	5	7, 3 3 1	10,560
Research and development (“R&D”) expenses		(60,77 6)	(7 1,884)
Included within R&D expenses: 
Restructuring programme expenses	22	(3,867)	—
Employee-related share-based payment (“SBP”) expenses	23	(44 1)	(6,791)
Administrative expenses		(24,551)	(135,876)
Included within administrative expenses: 
Restructuring programme expenses	22	(1,055)	—
Listing service expense		—	(83,067)
Employee-related SBP expenses	23	(1,086)	(20,823)
Other income		423	166
Operating loss 		(77 ,573)	(197 ,034)
Finance income	8	5,330	19,286
Included within finance income:
Fair value revaluation of warrants	8	352	1 7, 7 3 7
Finance expense	9	(40 7)	(2,104)
Loss before taxation 		(72,650)	(179,852)
Taxation	10	9,333	15,92 4
Loss for the year 		(63, 317)	(163,928)
Basic and diluted loss per share, expressed in pence	11	(53.5p)	(150.2p)
Weighted average ordinary shares outstanding, number	11	118,308 ,029	109,110,109
Loss for the year		(63,317)	(163,928)
Other comprehensive expense that may be reclassified subsequently
toprofit or loss:
Foreign currency translation differences for foreign operations		37	31
Total comprehensive loss for the year 		(63,280)	(163,897)

1. Non-normalised expenses are defined as those related to the restructuring programme undertaken following the strategic plan

announced on 25 May 2023; those related to the Business Combination which took place in 2022 (the “Transaction”); the revaluation of

investments which BAI does not control directly; and the revaluation of the warrants. See note 2.4 for further details.

No dividend has been declared or paid in either reporting period.

The notes form an integral part of these consolidated financial statements.

Consolidated statement of comprehensive income

for the year ended 31 December 2023

96 BenevolentAI Annual Report 2023

Financial statements

Consolidated statement of financial position

as at 31 December 2023

		2023	2022
	Note	£’000	£’000
Non-current assets
Goodwill	12	23,4 79	23,4 79
Intangible assets	13	19	20
Property, plant and equipment	14	2, 290	2 ,561
Investments	15	1,892	1, 892
Right-of-use assets	16	4,592	5,915
Trade and other receivables	17	171	—
		 32,443	33,867
Current assets
Trade and other receivables	17	8,715	5,784
R&D tax receivable		9,767	16,119
Short-term deposits	18	36,429	41,7 40
Cash and cash equivalents	18	36,4 77	88,442
		 91,388	152,085
Total assets 		123,831	185,952
Non-current liabilities
Lease liabilities	21	3,823	5,688
Provisions	22	700	626
		 4 ,523	6,314
Current liabilities
Trade and other payables	19	10,356	14, 877
Deferred income	20	11,595	2,87 4
Warrants		2	35 2
Lease liabilities	21	925	1,665
Provisions	22	2,159	5,871
		  25,037	25,639
Total liabilities 		29,560	31,953
Net assets 		94 ,27 1	153,999
Equity
Called up share capital	24	103	100
Share premium		976 ,784	930,495
Share-based payments reserve		160,999	203,739
Accumulated losses		(519,408)	(4 56,091)
Merger difference		(524,572)	(524,572)
Currency translation reserve		365	328
Total equity		94, 271	153,999

1. It is expected that cash of £12.2 million will ultimately be recovered by the Group, following the retroactive increase in recoverable rate

thatwas substantively enacted on 22 February 2024, after the end of the reporting period.

The notes form an integral part of these consolidated financial statements.

These consolidated financial statements were authorised by the Board of Directors on 19 March 2024.

97BenevolentAI Annual Report 2023

Financial statements

		Called up					Currency
		share	Share	SBP	Accumulated	Merger	translation
		capital	premium	reserve	losses	difference	reserve	Total equity
	Note(s)	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Balance at 1 January 2022		243	211,158	86 ,854	(292,172)	54,568	2 97	60,948
Loss for the year		—	—	—	(163,928)	—	—	(163,928)
Foreign exchange difference		—	—	—	—	—	31	31
Transactions with owners, recorded directly in equity
Capital reorganisation of Odyssey Acquisition S.A.
(“Odyssey”)		(149)	584,462	—	—	(579,140)	—	5, 173
Repurchase and cancellation of G2Growth Shares		(9)	—	—	9	—	—	—
Equity of PIPE Financing and backstop facility, net of costs		15	134, 875	—	—	—	—	134, 890
Listing service SBP expense		—	—	83,067	—	—	—	83,067
Equity-settled employee-related
SBP transactions		—	—	33,818	—	—	—	33,818
Total contributions by and distributions to owners		(143)	71 9,3 37	116, 885	9	(579,140)	—	256 ,948
Balance at 31 December 2022		100	930,4 95	203,739	(456,091)	(524,572)	328	153,999
Balance at 1 January 2023		100	930, 495	203,739	(456,091)	(524,572)	32 8	153,999
Loss for the year		—	—	—	(63, 317)	—	—	(63,317)
Foreign exchange difference		—	—	—	—	—	37	37
Transactions with owners, recorded directly in equity
Net settlement of restricted
stockunits (“RSUs”)	23, 24	3	46,289	(48, 433)	—	—	—	(2,141)
Equity-settled employee-related
SBP transactions	23	—	—	5,693	—	—	—	5,693
Total contributions by and distributions to owners		3	46,289	(42,7 40)	—	—	—	3 ,552
Balance at 31 December 2023		1 03	976 ,78 4	160,999	(519,408)	(524 ,572)	365	94 ,271

The notes form an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

for the year ended 31 December 2023

98 BenevolentAI Annual Report 2023

Financial statements

Consolidated statement of cash flows

for the year ended 31 December 2023

		2023	2022
	Note(s)	£’000	£’000
Cash flows from operating activities
Loss for the year		(63,317)	(163,928)
Non-cash adjustments for:
Depreciation and amortisation charges	13, 14, 16	2, 880	3,056
Loss on disposal of property, plant and equipment		5	2
Equity-settled employee-related SBP expense	23	5,69 3	3 3,818
Non-cash listing service SBP expense		—	83,067
Foreign exchange loss/(gain)		669	(3,141)
Finance expense	9	407	2,104
Finance income	8	(5, 330)	(19,286)
Revaluation of investment	15	—	491
R&D expenditure tax credit		(9,7 80)	(16,119)
Cash adjustments for:
Gain on forward exchange settlement	8	198	—
Cost of settling RSUs under net settlement arrangement	23	(2,141)	—
Tax credit received		16,132	12,150
Operating cash flow before changes in working capital 		(54 ,584)	(67 ,786)
Increase in trade and other receivables		(3,102)	(1,460)
Increase/(decrease) in trade and other payables		4, 200	(1,505)
Decrease in provisions		(3,638)	(6 ,160)
Net cash from operating activities		(57 ,124)	(76,911)
Cash flows from investing activities
Acquisition of property, plant and equipment		(1,105)	(1,158)
Transfers into short-term deposits		(39,958)	(41, 7 40)
Transfers from short-term deposits		45,269	—
Interest received on bank deposits		3,6 76	1,544
Net cash from investing activities 		7 ,882	(41,354)
Cash flows from financing activities
Principal repayment on lease liabilities	21	(1,684)	(1,816)
Interest repayment on lease liabilities	21	(326)	(4 17)
Equity issue of PIPE and backstop facility		—	136,680
Expenses related to equity issue of PIPE and backstop facility		—	(11, 338)
Payment of other finance expenses	9	(81)	(122)
Loss on forward exchange settlement		—	(1,565)
Cash acquired from capital reorganisation		—	41,556
Net cash from financing activities 		(2 ,091)	162,978
Net (decrease)/increase in cash and cash equivalents		(51,333)	44 ,713
Cash and cash equivalents at 1 January		88,442	40,55 3
Effect of exchange rate fluctuations on cash held		(632)	3,176
Cash and cash equivalents at 31 December 		36,4 77	88,442
Short-term deposits at 31 December		36,429	41,7 40
Cash, cash equivalents and short-term deposits at 31 December	18	72 ,906	130,182

The notes form an integral part of these consolidated financial statements.

99BenevolentAI Annual Report 2023

Financial statements

1 Background to the Group

1.1 Corporate information

BenevolentAI (the “Company”), which is a Société Anonyme, is a publicly listed company on the Euronext Amsterdam,

with the ticker symbol BAI.

The Company is limited by shares, incorporated under the laws of Luxembourg under registered number B255412,

having its registered office 9, rue de Bitbourg, L-273 Luxembourg, Grand Duchy of Luxembourg.

The principal activity of the Company and its subsidiaries (collectively, the “Group” or “BAI Group”) is that of creating

and applying AI and machine learning to transform the way medicines are discovered and developed.

1.2 Group structure

BAI Group is managed by its ultimate parent company BenevolentAI, with the following five trading subsidiaries

operating under one segment. The Group’s opportunity to deliver future value depends on a unified and

amalgamated approach across the whole of the Group and could not be achieved independently by any individual

entity or separately identifiable line of business.

		Principal	Class of
	Registered office address	business	shares held	Ownership
BenevolentAI Limited	4-8 Maple Street, London, W1T 5HD,	Holding	Ordinary	100%
	United Kingdom		shares
BenevolentAI Cambridge Limited	4-8 Maple Street, London, W1T 5HD,	R&D	Ordinary	100%
	United Kingdom		shares
BenevolentAI Bio Limited	4-8 Maple Street, London, W1T 5HD,	R&D	Ordinary	100%
	United Kingdom		shares
BenevolentAI Technology Limited	4-8 Maple Street, London, W1T 5HD,	R&D	Ordinary	100%
	United Kingdom		shares
Benevolent Technology Inc	15 MetroTech Center, 8th FL, NY 11201,	R&D	Ordinary	100%
	United States		shares
BenevolentAI Energy Limited	4-8 Maple Street, London, W1T 5HD,	Dormant	Ordinary	100%
	United Kingdom		shares
Stratified Medical Limited	4-8 Maple Street, London, W1T 5HD,	Dormant	Ordinary	100%
	United Kingdom		shares

1. Held indirectly.

2. The registered office address for each subsidiary is also its principal place of business, with the exception of BenevolentAI Cambridge

Limited which operates from the Babraham Campus, Cambridge, CB22 3AT, United Kingdom.

2 Accounting policies

2.1 Basis of preparation

The consolidated financial statements for the year ended 31 December 2023 have been prepared in accordance

with IFRS Accounting Standards (“IFRS”) as adopted by the EU, and applicable law. They have been prepared on a

historical cost basis, except for financial instruments measured at fair value, and all amounts have been rounded to

the nearest £’000. As set out in note 2.2 below, the consolidated financial statements have been prepared on a going

concern basis.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented

in these consolidated financial statements. Judgements made by the Board of Directors in the application of these

accounting policies that have significant effect on the consolidated financial statements and estimates with a

significant risk of material adjustment in the next year are discussed in note 3.

The Group has applied the following standards and amendments for the first time for its annual reporting period

commencing 1 January 2023:

• IFRS 17 “Insurance Contracts”

• Definition of accounting estimates – amendments to IAS 8

• International tax reform – Pillar Two Model Rules – amendments to IAS 12

• Deferred tax related to assets and liabilities arising from a single transaction – amendments to IAS 12

• Disclosure of accounting policies – amendments to IAS 1 and IFRS Practice Statement 2

Notes to the financial information

for the year ended 31 December 2023

100 BenevolentAI Annual Report 2023

Financial statements

2 Accounting policies continued

2.1 Basis of preparation continued

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not

expected to significantly affect the current or future periods.

Certain amendments to accounting standards have been published that are not mandatory for 31 December 2023

reporting periods and have not been early adopted by the Group:

• Classification of liabilities as current or non-current – amendments to IAS 1

• Non-current liabilities with covenants – amendments to IAS 1

• Lease liability in a sale and leaseback – amendments to IFRS 16

• Supplier finance arrangements – amendments to IAS 7 and IFRS 7

• Sale or contribution of assets between an investor and its associate or joint venture – amendments to IFRS 10

and IAS 28

These amendments are not expected to have a material impact on the entity in the current or future reporting

periods or on foreseeable future transactions.

2.2 Going concern

The consolidated financial statements have been prepared on the going concern basis, which the Board of Directors

considers appropriate for the following reasons.

The Group has prepared cash flow forecasts, that provide a cash runway, excluding any unsigned revenue to mid-2025,

approximately 18 months after the end of the reporting period of these consolidated financial statements, being the

period covered by Management’s going concern assessment (the “assessment period”).

The Group looks to sign additional collaborations in this period and, in the event of this being successfully concluded,

this would further extend the Group’s cash runway. Additionally, downside scenarios have also been considered, with

corresponding cost-saving mitigating actions that allow for an extension of the Group’s cash runway.

The Group’s cash, cash equivalents and short-term deposits position of £72.9 million (2022: £130.2 million) comes from

issuing equity via the Business Combination completed in April 2022 and related equity PIPE investment, in addition to

upfront payments and other cash inflows from the ongoing collaboration with AstraZeneca (“AZ”) and new collaboration

signed with Merck during the year. The Group also benefits from cash inflows from the UK’s R&D Tax credit scheme,

with the most recent receipt being in July 2023.

The downside scenarios consider a range of possible risks, including exposure to macroeconomic factors, such as

inflation and supply chain risk. No combination of these factors indicates that additional funding will be needed

throughout the assessment period, due to various mitigating actions that the Board of Directors could implement to

preserve cash and therefore extend the cash runway, if needed. These mitigating actions include signing additional

revenues from signing further collaborations or outlicensing of proprietary pipeline programmes, and/or a reduction

in operating expenses which are within the control of the Board of Directors.

As described in the outlook in the Financial review, the Group looks to sign at least one new collaboration in 2024,

as well as outlicense at least one of its proprietary products, and continues to look for opportunities to reduce costs

or reallocate to areas where it is believed the investment will generate the best shareholder value. These cash flow

forecasts indicate that the Group will have sufficient funds to meet its liabilities for the assessment period.

Beyond mid-2025, the Group would require additional inflows to fund current operations and maximise the

opportunity the Group sees within the AI-enabled drug discovery field. The Board of Directors remains confident

that this is able to be achieved through inflows from signing additional revenues (as described above) and, if needed,

additional funding and/or cost reduction measures.

101BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

2 Accounting policies continued

2.3 Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those returns through its power over

the entity. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The acquisition date is the date on which control is transferred to the acquirer. The consolidated financial statements

of subsidiaries are included in the consolidated financial statements from the date that control commences until

the date that control ceases. Losses applicable to the non-controlling interests in a subsidiary are allocated to the

non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group

transactions, are eliminated.

2.4 Normalised operating loss

Normalised operating loss for the years ended 31 December 2023 and 31 December 2022 is defined as operating

loss excluding non-normalised transactions, defined as those related to the restructuring programme undertaken

following the strategic plan announced on 25 May 2023; those related to the Transaction; the revaluation of

investments which BAI does not control directly; and the revaluation of the warrants recognised as finance income.

This is to show an underlying representation of operating losses for the respective periods and extends to normalised

operating cash flows on the same basis.

Normalised operating losses, normalised operating cash flows and non-normalised transactions are each alternative

performance measures (“APM”s) that are not calculated in accordance with IFRS and, therefore, may not be directly

comparable with other companies’ APMs, including those in the Group’s industry. APMs should be considered in

addition to, and are not intended to substitute or supersede, IFRS measures.

This APM is in our view an important metric for a biotech company in the development stage. Removing the

non-normalised costs, given their material, isolated and one-off nature, enables users to better compare the Group’s

normal operating performance between reporting periods.

The following table presents a reconciliation of normalised operating loss, to the closest IFRS measures, for the year

ended 31 December:

			2023			2022
			Non-			Non-
		Normalised	normalised	Total	Normalised	normalised	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
Revenue	5	7,331	—	7,331	10,560	—	10,560
R&D expenses		(56,909)	(3,867)	(60,776)	(71,884)	—	(71,884)
Included within R&D expenses:							—
Restructuring programme expenses	22	—	(3,867)	(3,867)	—	—	—
Employee-related SBP expenses	23	(441)	—	(441)	(6,791)	—	(6,791)
Administrative expenses		(23,496)	(1,055)	(24,551)	(33,440)	(102,436)	(135,876)
Included within administrative expenses:
Restructuring programme expenses	22	—	(1,055)	(1,055)	—	—	—
Employee-related SBP expenses	23	(1,086)	—	(1,086)	(16,940)	(3,883)	(20,823)
Listing service SBP expense		—	—	—	—	(83,067)	(83,067)
Transaction-related expenditure		—	—	—	—	(11,255)	(11,255)
Transaction-related stamp duty		—	—	—	—	(3,740)	(3,740)
Revaluation of investments		—	—	—	—	(491)	(491)
Other income		423	—	423	166	—	166
Operating loss		(72,651)	(4,922)	(77,573)	(94,598)	(102,436)	(197,034)

102 BenevolentAI Annual Report 2023

Financial statements

2 Accounting policies continued

2.4 Normalised operating loss continued

Similarly, normalised operating cash flows are considered on the same basis and to the same effect. The following

table presents a reconciliation to the closest IFRS measures for the year ended 31 December:

		2023	2022
	Note(s)	£’000	£’000
Cash flows from operating activities
Loss for the year		(63,317)	(163,928)
Non-cash adjustments for:
Non-normalised operating expenses	2.4	4,922	102,436
Depreciation and amortisation charges	13, 14, 16	2,880	3,056
Loss on disposal of property, plant and equipment		5	2
Other employee-related SBP expense	23	5,693	29,935
Foreign exchange loss/(gain)		669	(3,141)
Finance expense	9	407	2,104
Finance income	8	(5,330)	(19,286)
R&D expenditure tax credit		(9,780)	(16,119)
Cash adjustments for:
Gain on forward exchange settlement	8	198	—
Cost of settling RSUs under net settlement arrangement	23	(2,141)	—
Tax credit received	23	16,132	12,150
Normalised operating cash flow before changes in working capital		(49,662)	(52,791)
Increase in trade and other receivables		(3,102)	(1,460)
Increase/(decrease) in trade and other payables		4,200	(1,505)
Decrease in other provisions		(4,702)	(6,160)
Cash expended from operating activities before non-normalised items		(53,266)	(61,916)
Cash outflows in respect of restructuring programme expenses		(3,858)	—
Cash outflows in respect of Transaction-related expenditure		—	(11,255)
Cash outflows in respect of Transaction-related stamp duty		—	(3,740)
Net cash outflow from operating activities		(57,124)	(76,911)
1. The 2022 comparative has been aligned with the presentation used in 2023, involving reclassifications which Management believes results
in more relevant information.

2.5 Foreign currency

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign

exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies

at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date.

Foreign exchange differences arising on translation are recognised in the statement of comprehensive income.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated

using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign

currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at

the dates the fair value was determined.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation,

are translated to the Group’s presentational currency, GBP, at foreign exchange rates ruling at the balance sheet

date. The revenues and expenses of foreign operations are translated at an average rate for the year where this rate

approximates to the foreign exchange rates ruling at the dates of the transactions.

103BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

2 Accounting policies continued

2.5 Foreign currency continued

Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive

income and accumulated in the translation reserve. When a foreign operation is disposed of, such that control, or

significant influence (as the case may be) is lost, the entire accumulated amount in the foreign currency translation

reserve, is recycled to profit or loss as part of the gain or loss on disposal.

2.6 Classification of financial instruments issued by the Company

Following the adoption of IAS 32, financial instruments issued by the Company are treated as equity only to the extent

that they meet the following two conditions:

(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange

financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the

Company; and

(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative

that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative

that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed

number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the

instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these consolidated

financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

2.7 Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity, trade and other receivables, cash and cash

equivalents, short-term deposits, and trade and other payables.

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured

at amortised cost using the effective interest method, less any expected credit losses.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition, they are measured

at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents include cash balances and cash deposits with maturities of less than three months

at their inception.

Short-term deposits

Short-term deposits include cash deposits with maturities of greater than three months but less than twelve months

at their inception.

Investments

Investments are recognised initially at fair value. Subsequent to initial recognition they are measured at fair value

through profit or loss using latest observable share price.

2.8 Derivative financial instruments

Warrants

As part of the Business Combination in 2022, BAI Group took on warrants which had been initially issued by Odyssey

prior to the Transaction, as part of financing Odyssey’s working capital and investment.

A derivative, other than a derivative that meets the definition of an equity instrument, is initially recognised as a

financial asset or financial liability at its fair value on the date the derivative contract is entered into, and the related

transaction costs are expensed. The fair values of the derivatives are remeasured at the end of each reporting period

with changes in fair values recognised through profit or loss.

A derivative that will be settled by the Company delivering a fixed number of its own equity instruments in exchange

for a fixed amount of cash in terms of its functional currency or another financial asset is classified and presented as an

equity instrument, rather than a financial liability. As the exercise price of the Company’s share purchase warrants that

are exercisable into common shares is denominated in EUR, however, the Company will receive a variable amount of

cash in terms of its GBP functional currency upon exercise of the warrants subject to movements in foreign exchange.

The warrants are, therefore, presented as derivative financial liabilities.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to

the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising

on translation of the EUR denominated warrants are recognised as finance income/expense in the statement of

comprehensive income.

104 BenevolentAI Annual Report 2023

Financial statements

2 Accounting policies continued

2.9 Intangible assets

Goodwill

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to a single identifiable

cash-generating unit and is not amortised but instead tested annually for impairment.

Research and development

Expenditure on research activities is recognised in the statement of comprehensive income as an expense as incurred.

Expenditure on development activities is capitalised if the product or process is technically and commercially feasible;

the Group intends and has the technical ability and sufficient resources to complete development; future economic

benefits are probable; and the Group can measure reliably the expenditure attributable to the intangible asset during

its development. Development activities involve a plan or design for the production of new or substantially improved

products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate

proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the

statement of comprehensive income as an expense as incurred. Capitalised development expenditure is stated at cost

less accumulated amortisation and less accumulated impairment losses.

Other intangible assets

Expenditure on internally generated goodwill and brands is recognised in the statement of comprehensive income

as an expense as incurred.

Patents or rights to their future income acquired by the Group are initially recognised based on transaction price

and stated at this cost less accumulated amortisation. Indicators of impairment are assessed at the end of each

reporting period.

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and less

accumulated impairment losses.

Amortisation

Amortisation is recognised as an administrative expense in the statement of comprehensive income on a straight-line

basis over the estimated useful lives of intangible assets, starting from the date they are available for use. The estimated

useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes

in estimate being accounted for on a prospective basis. The estimated useful lives are as follows:

• Patents or rights to their future income – over the expected duration of the patent

• Software – length of software licence

Goodwill and intangible assets with an indefinite useful life are not amortised but are systematically tested for

impairment annually.

2.10 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate

items of property, plant and equipment.

Depreciation is charged to the statement of comprehensive income under either the administrative expense or R&D

expense, depending on the classification of the asset, on a straight-line basis over the estimated useful lives of each

part of an item of tangible fixed assets. Leased assets are depreciated over the shorter of the lease term and their

useful lives. The estimated useful lives are as follows:

• laboratory equipment 4–10 years

• computer equipment 3 years

• fixtures and fittings 4–5 years

• leasehold improvements over the term of the lease or to the first-break clause, whichever is deemed most

appropriate for the facility

Assets under construction are not depreciated until the asset is available for use, at which point the asset is transferred

into either fixtures and fittings or leasehold improvements, and depreciated accordingly.

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change

since the last annual reporting date in the pattern by which the Group expects to consume an asset’s future

economic benefits.

105BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

2 Accounting policies continued

2.11 Lease liabilities and right-of-use assets

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a

right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee,

except for short-term leases (with terms of twelve months or less) and leases of low-value assets. Lease payments on

these short-term or low-value assets are expensed to profit or loss on a straight-line basis over the term of the lease.

Lease liabilities

The lease liability is initially measured at the present value of lease payments over the lease term, less any already paid

at the commencement date, discounted by using the rate implicit in the lease. The Group determines the lease term

as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is

reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain

not to be exercised. If the rate implicit in the lease cannot be readily determined, the Group uses its incremental

borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

• fixed lease payments (including in substance fixed payments), less any lease incentives receivable;

• the exercise price of purchase options if the lessee is reasonably certain to exercise the options; and

• payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate

the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability

(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability, with a corresponding adjustment to the related right-of-use asset, whenever

a lease contract is modified and the lease modification is not accounted for as a separate lease. In this case, the lease

liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using

a revised discount rate at the effective date of the modification.

Right-of-use assets

Right-of-use assets are initially measured at cost, comprising the initial amount of the lease liability, adjusted for,

as applicable, any lease payments made at or before the commencement date and any lease incentives received,

plus initial direct costs incurred and an estimate of costs expected to be incurred for dismantling and removing the

underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated

useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at

the end of the lease term, the depreciation is over the estimated useful life of the underlying asset. Right-of-use assets

are subject to impairment or adjusted for any remeasurement of lease liabilities.

2.12 Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date

on which control is transferred to the Group.

The Group measures goodwill at the acquisition date as:

• the fair value of the consideration transferred; plus

• the recognised amount of any non-controlling interests in the acquiree; plus

• the fair value of the existing equity interest in the acquiree; less

• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent

consideration is classified as equity, it is not remeasured, and settlement is accounted for within equity. Otherwise,

subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

106 BenevolentAI Annual Report 2023

Financial statements

2 Accounting policies continued

2.13 Impairment

Financial assets (including receivables)

Financial assets are assessed for indicators of impairment at the end of the reporting period. The Group recognises an

allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs

are based on the difference between the contractual cash flows due in accordance with the contract and all the cash

flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are

provided for credit losses that result from default events that are possible within the next twelve months. For those

credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance

is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default.

Non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether

there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit (“CGU”) is the greater of its value in use and its fair

value less costs of disposal (“FVLCOD”). Goodwill acquired in a business combination is allocated to groups of CGUs

that are expected to benefit from the synergies of the combination. In assessing the fair value of the CGU to which the

Goodwill has been allocated, Management has considered quoted market prices in an active market, as it considers

the Group as a single CGU.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the

smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash

inflows of other assets or groups of assets (the CGU).

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable

amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are

allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying

amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised

in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer

exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable

amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the

carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss

had been recognised.

2.14 Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a

separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions

to defined contribution pension plans are recognised as an expense in the statement of comprehensive income in the

periods during which services are rendered by employees.

Share-based payment transactions – BenevolentAI Equity Incentive Scheme (“BEIS”)

Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity

instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity

instruments are obtained by the Group. At the point of exercise or settlement, awards are treated as equity-settled,

including any portion withheld for tax purposes under a net settlement agreement.

Options or RSUs granted under the BEIS are composed of tranches that represent each increment that participants

become entitled to over the vesting period. The fair value of each of these vesting tranches is recognised as an

employee or related expense in the statement of comprehensive income, on a straight-line basis over the longer

of either the time until the service condition is met or the trigger event is expected to take place (“vesting period”),

with a corresponding movement to equity reserves. For each tranche continuing to have their FV charged after the

trigger event, this is spread on a straight line basis over the service period. The fair value of the awards granted is

measured using the Black-Scholes model. The amount to be expensed over the vesting period is adjusted to reflect

the number of awards for which the related non-market vesting conditions are expected to be met, such that the

amount ultimately recognised as an expense is based on the number of awards that meet the related non-market

performance conditions at the vesting date.

At each consolidated statement of financial position date, the Group revises its estimates of the number of awards

that are expected to vest, as well as the estimate of the vesting period. The impact of the revisions of original

estimates, if any, is recognised in the statement of comprehensive income, with a corresponding adjustment to equity

reserves, over the remaining vesting period.

107BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

2 Accounting policies continued

2.14 Employee benefits continued

Share-based payment transactions – Long Term Incentive Plan (“LTIP”)

Awards granted to participants under the LTIP comprise RSUs and performance stock units (“PSUs”). The fair value for

the RSUs has been determined and recognised on the same basis as under the BEIS post-trigger event, namely tied

to the service condition.

The PSUs include both non-market vesting conditions and market vesting conditions. As with the BEIS, the number

of equity instruments expected to vest which are tied to the non-market conditions is revisited at each balance

sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of

instruments that eventually vest.

Market vesting conditions, however, are factored into the fair value of the awards granted. The portion of each PSU

which relates to market vesting conditions carries a separate fair value, determined using the Monte Carlo Simulation

model. Provided all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting

conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Tax payments related to share-based payments

This liability is recognised in-line with the relative portion of fair value charged for each tranche as at the balance sheet

date, under both the BEIS and LTIP, adjusted for changes in expectation with regards to the non-market vesting

conditions and based on the latest market share price available as at that same date.

2.15 Revenue recognition

Revenues to date have consisted principally of collaboration revenues, which typically consist of an initial upfront

payment, periodic collaboration payments and potential milestone payments for research, development and

commercial achievements plus royalties on net sales.

The Group initially recognises income under the collaboration as deferred revenue.

Once the contract has been identified in line with IFRS 15, each distinct performance obligation underpinning the

collaboration agreement is determined, based on an assessment of whether the promises in an agreement are

capable of being distinct and are distinct from the other promises to transfer goods and/or services in the context of

the contract.

Fixed upfront payments are allocated against the performance obligations to which that upfront payment relates,

using an input model which considers the proportion of total expected research and development costs expected

to be required in order to deliver each performance obligation. Revenue is then recognised over directly attributable

costs incurred thus far, necessarily incurred towards producing the required output, as a proportion of total direct

costs expected to be incurred. This cost-to-cost method of revenue recognition provides a measure of the progress

towards satisfaction of the underlying performance obligation. Frequent meetings between collaborators to discuss

progress helps ensure this measure of progress provides a faithful depiction of the transfer of services.

Collaboration agreements may involve a series of milestone payments and bonus payments as the collaboration

successfully progresses. These amounts represent variable consideration which are only included in the transaction

price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised

will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This is typically

only when the milestone or bonus is achieved, as confirmed by the collaborator. Where payments are included in

the transaction price, we estimate the amount to be included in the transaction price using the most likely

amount method.

At the end of each subsequent reporting period, Management re-evaluates the probability of achievement of relevant

milestones and any related constraint. If necessary, we adjust our estimate of the overall transaction price. Any such

adjustments are recorded on a cumulative catch-up basis, affecting revenue in the period of adjustment.

Collaboration agreements include sales-based royalties, including commercial milestone payments based on the level

of sales. Related revenue is recognised only as the subsequent underlying sales occur.

Management has determined that costs directly attributable to the collaboration agreements are immaterial. Cost of

sales has, therefore, not been presented.

2.16 Other income

The Group recognises income for all government grants in relation to research and development, where there is

reasonable assurance that the grant will be received and attached conditions will be complied with.

108 BenevolentAI Annual Report 2023

Financial statements

2 Accounting policies continued

2.17 Expenses

Operating lease

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit

and loss account on a straight-line basis over the term of the lease where these are short-term leases with a period

remaining of less than twelve months or of low value. Other leases that are assessed under IFRS 16 as finance leases

have been accounted for in accordance with IFRS.

R&D expenditure

R&D expenditure, which includes a proportion of staff costs and directly attributable overheads, is currently recognised

in the statement of comprehensive income as incurred, on the basis that the recognition criteria of IAS 38 (Intangible

Assets) are currently not met.

2.18 Interest income and expenditure

Interest income and expenditure is recognised in the statement of comprehensive income as it accrues on a timely

basis, by reference to the principal outstanding and effective interest rate applicable. Other finance income and

expenditure relates to the fair value revaluation of the warrant liabilities at the balance sheet date, as well as the

settlement of forward contracts.

2.19 Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the statement of

comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is

recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted

or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are

not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither

accounting nor taxable profit other than in a business combination; and differences relating to investments in

subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax

provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,

using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available

against which the temporary difference can be utilised.

2.20 Issued capital

Ordinary and Sponsor shares are classified as equity. Proceeds in excess of the par value of the shares are shown as

share premium in equity and incremental costs directly attributable to the issue of new shares or options are shown in

equity as a deduction of share premium, net of tax, from the proceeds.

2.21 Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a

result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be

required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax

rate that reflects risks specific to the liability, where this would be material.

For the restructuring programme initiated in the year, the corresponding provision includes expenditure that is

directly attributable and necessarily entailed by the programme and does not relate to the ongoing activities of the

Group. Included in these costs are those associated with contractual obligations that no longer provide economic

benefit to the Group.

109BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

3 Critical accounting judgements and key sources of estimation uncertainty

Judgements and estimates are continually evaluated and are based on historical experience and other relevant

factors, including Management’s reasonable expectations of future events. The preparation of these consolidated

financial statements requires Management to make estimates and assumptions concerning the future. The estimates

and the underlying assumptions are subject to continuous review.

The Group based its assumptions and estimates on parameters available when the consolidated financial statements

were prepared. Existing circumstances and assumptions about future developments, however, may change due to

market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the

assumptions when they occur.

In preparing these consolidated financial statements, the significant judgements made by Management in applying

the Group’s accounting policies and the key sources of estimation uncertainty are as follows.

3.1 Critical judgements in applying accounting policies

Revenue

The second AZ collaboration, entered into in 2022, is related to two disease areas and has been treated by the Group

as a separate agreement, since it has identified new and distinct performance obligations that did not exist in the

previous agreement entered in 2021.

This collaboration works across two disease areas using a similar methodology in each. In identifying the performance

obligations within the contract, Management has made judgements in categorising each disease area as its own

discrete performance obligation, where their delivery is both independent from one another and deemed to require

an equal amount of effort, and where they are individually considered a distinct bundle of services.

Similarly, the new collaboration entered into with Merck in the year relates to three separate disease areas,

each considered to involve a distinct bundle of services. Each research plan includes upfront payments, in addition

to separate and sequential discovery milestones which trigger collaboration payments to become due to BAI if

successfully passed. The allocation of consideration for any performance obligation is an estimate based on the

proportion of total expected directly attributable costs to be incurred in their delivery.

Whilst the upfront payments are considered fixed consideration, the corresponding transaction price for each

discovery milestone is seen as variable consideration and, therefore, factored in only when Management considers it

at least highly probable that the associated milestone will be achieved.

At the end of a research plan’s discovery phase, fees and royalties may become due to BAI as the asset progresses

through further development and commercial milestones, with tiered royalties also payable on net sales of any

commercialised products.

Goodwill

The amount of goodwill initially recognised as a result of a business combination is dependent on the allocation of the

purchase price to the fair value of the identifiable assets acquired and the liabilities assumed.

The determination of the fair value of the assets and liabilities is based, to a considerable extent, on Management’s

judgement and on industry benchmarks and information relevant to the specific assets in focus.

Goodwill impairment

During 2023, Management has performed an impairment assessment on the goodwill in accordance with IAS 36.

For the purposes of the impairment assessment, goodwill has been allocated to the Group’s CGU defined as the

whole of the BAI Group. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely

independent of the cash inflows from other assets. Management’s judgement, as part of its continued evaluation of

the goodwill, has considered that the CGU for 2023, consistent with the conclusion in 2022, is the BAI Group, since

Management considers that the assets held by BenevolentAI Cambridge Limited are now, and increasingly so,

strategically integrated with the other legal entities in the Group. By this very nature, Management believes that, for

any future commercial value created through the current and future drug programmes and collaboration delivery, a

unified and amalgamated approach is required across the whole of the Group.

Per IAS 36.6, impairment is recognised as administrative expense in the statement of comprehensive income

if the recoverable value (the higher of FVLCOD or value in use) of an asset is less than its carrying value. Given

Management’s judgement that the CGU is representative of the whole Group, the FVLCOD can be determined

through the market capitalisation, determined through directly observable market prices. The value in use is

determined through a combination of valuation techniques, including risk-adjusted net present value calculations of

pipeline assets, operating costs and collaborations, alongside platform tools valued as multiples of potential revenue.

These inherently involve Management judgements, benchmarked to industry standards wherever possible.

110 BenevolentAI Annual Report 2023

Financial statements

3 Critical accounting judgements and key sources of estimation uncertainty continued

3.2 Other accounting estimates

The Group has not identified any significant accounting estimates, being those which present a significant risk of

material adjustment in the next financial period. However, other areas of estimation uncertainty have been identified

as follows:

Revenue

In recognising revenue against the individual performance obligations, estimates have been made in the calculation

of their percentage of completion, the key driver of revenue release. This requires an estimation of inputs needed

to fully satisfy each performance obligation, including full-time equivalent days and risk-adjusted contingent costs

where the satisfaction of performance obligations may require more work.

SBP expense and employer-related social security provision

The Group operates the BEIS and LTIP. The fair value of equity incentive awards, or respective portions of awards,

related solely to non-market vesting conditions is measured using the Black Scholes model at each grant date.

The number of equity instruments expected to vest which are tied to the non-market conditions is revisited at each

balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the

number of instruments expected to eventually vest.

The employer-related social security provision incorporates similar estimates and is remeasured to reflect the closing

share price at the balance sheet date, which may ultimately not be equal to the share price that the corresponding

awards are exercised at or settled at.

The fair value of equity incentive award portions related to market vesting conditions is measured using the Monte

Carlo Simulation model at each grant date. Provided all other vesting conditions are satisfied, a charge is made

irrespective of whether the market vesting conditions are satisfied.

The net increase in relative portion of fair value charge during the year is recognised in the statement of

comprehensive income. The assumptions used in both the Black-Scholes and Monte Carlo Simulation models are

detailed in note 23.

Fair value revaluation of Class A warrants and Class B warrants

The Company’s warrants are classified and presented as derivative financial liabilities and measured at fair value

through profit or loss. The fair value of each warrant class is determined at each reporting date and exercise date

and is based on quoted market prices, where available, or independently valued using the Binomial Tree method

and Monte Carlo Simulation models, the inputs for which derive from significant observable market inputs (volatility,

discount rate and share price).

Restructuring programme provision

The provision recognised in relation to the restructuring programme initiated by the Group in 2023 comprises a

measurement of the expected costs directly attributable to carrying out the restructuring and necessarily entailed by

the programme. The unused provision balance, therefore, represents an estimate of the costs until such a point that

they are known.

4 Accounting impact of the Business Combination in the prior year

The Business Combination with Odyssey on 22 April 2022 (“Closing date”) was achieved through the contribution of

ordinary and preferred shares in BenevolentAI Limited (“BAI Ltd”) in exchange for new ordinary shares in BenevolentAI

(previously Odyssey), the result being that the new BAI Group became listed on the Euronext Amsterdam

stock exchange.

The Business Combination was accounted for within the scope of IFRS 2 as a capital reorganisation since Odyssey did

not meet the definition of a business in accordance with IFRS 3. Under this accounting method, Odyssey was treated

as the acquired company for financial reporting purposes, and the activity and position of the acquired Odyssey was

considered in the consolidated financial statements only from the Closing date onwards.

Accordingly, for financial reporting purposes, the Transaction was treated as the equivalent of BAI Ltd issuing shares at

the closing of the Business Combination for the net assets of Odyssey at the Closing date. The capital reorganisation

reflects the transition of the share capital and share premium from BAI Ltd to BenevolentAI, which comprised

the legal essence of the Transaction. This resulted in a decrease within share capital and related increase to share

premium, to align the equity of BAI Ltd (as the acquirer for financial reporting purposes) with the equity of the Group’s

new ultimate legal parent, BenevolentAI. The book value accounted for on consolidation was reflected through a

corresponding charge to merger difference, such that the net impact to equity was equal to the £5.2 million of net

assets acquired.

111BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

4 Accounting impact of the Business Combination in the prior year continued

The excess of the fair value of consideration for Odyssey over the fair value of its identifiable net assets acquired

represents a compensation for the service of a stock exchange listing for its shares and expenses as incurred. At the

Closing date, the fair value of BAI Ltd’s shares that were deemed to be issued to Odyssey amounted to £88.3 million,

based on the initial closing price of shares of Odyssey according to the table below. In return, BenevolentAI received

Odyssey’s listing service and its net assets, equal to £5.2 million, which mainly consisted of remaining cash net

of redemptions and liabilities related to the warrants. This resulted in a non-cash listing service SBP expense of

£83.1 million, determined under IFRS 2 and recognised in administrative expenses:

	Fair value
	in £m
Class A shares (4.9 million shares at £8.22 per share)	40.0
Class B shares 2/3 (5 million shares at £8.22 per share)	41.1
Class B shares 1/3 (2.5 million shares at £2.87 per share)	7.2
BAI Ltd’s shares deemed issued	88.3
Less Odyssey’s net assets	(5.2)
IFRS 2 non-cash listing service SBP expense	83.1

Odyssey’s net assets at Closing, excluding the gross proceeds of €136.1 million (£113.0 million) from PIPE Financing, of

which £9.5 million was non-cash consideration; €40 million (£33.2 million) backstop; and the £11.3 million of expenses

related to them:

	Fair value in
	£m at Closing
Cash	41.6
Prepayments and other debtors	0.2
Accruals and trade creditors	(18.5)
Warrants at fair value	(18.1)
Net assets acquired	5.2

The warrants acquired represent the fair value of the 10,000,000 Class A warrants and 6,600,000 Class B warrants at

the Closing date, assessed using significant observable market inputs.

In conjunction with the Transaction, Odyssey entered into subscription agreements with investors (“PIPE Investors”)

in a Private Investment in Public Equity transaction (the “PIPE Financing”) in the aggregate amount of €136.1 million

(£113.0 million). In return for their investment, the PIPE Investors received a total of 13,613,394 additional Odyssey Class

A shares. An equity Backstop facility for €40 million (£33.2 million) resulted in a further issuance of 4,000,000 ordinary

shares were also issued. This resulted in a total consideration of £146.2 million across the equity PIPE and Backstop, of

which £136.7 million was received as cash.

Prior to closing, as consistent with the original public share offering by Odyssey, a total of 25.1 million ordinary shares

with an agreed redemption price of €9.96 per share were redeemed for cash by eligible ordinary shareholders,

following the redemption process. These are currently held as treasury shares. The redemption payable of

€250.3 million (£207.8 million) was paid by Odyssey prior to Transaction close.

As part of the capital reorganisation, BAI Ltd’s share capital was exchanged for shares in Odyssey of £75k, being

90 million shares at a par value of €0.001. This capital reorganisation reflects the transition of the share capital and

share premium from BAI Ltd to BenevolentAI. This results in a decrease within share capital of £0.2 million from the

old share capital (par value of £0.10) with an increase of £584.5 million reflecting the share premium as recorded

by Odyssey in the share for share exchange. The book value accounted for on consolidation is reflected through a

corresponding charge to merger difference of £579.1 million, such that the net impact to equity of £5.2 million is equal

to the net assets acquired of £5.2 million.

See note 24 for further details of the share for share exchange.

112 BenevolentAI Annual Report 2023

Financial statements

5 Revenue

The Group initially recognises income under collaborations as deferred revenue, which the Group becomes entitled to

recognise as revenue in line with the delivery efforts towards the completion of tasks and provision of the deliverables

set out in the agreements governing each respective collaboration. For the year to 31 December 2023, this is represented

by revenue of £7.3 million (2022: £10.6 million) with £11.6 million deferred revenue recognised as at 31 December 2023

(31 December 2022: £2.9 million).

Revenue recognised in relation to contract liabilities since the beginning of each year has been explored further

in note 20.

Second AZ collaboration

Building on the success of the first collaboration, the relationship with AZ was expanded into a new three-year

partnership in 2022, focusing on systemic lupus erythematosus and heart failure.

Merck collaboration

The new collaboration entered into with Merck in the year utilises BenevolentAI’s end-to-end AI platform capabilities

to deliver novel drug candidates, initially for three targets in oncology, neurology and immunology, readying them for

onward pre-clinical and clinical development.

The agreement includes payments to BenevolentAI, consisting of a low double-digit million dollar upfront payment

on signing and then discovery, development and commercial milestones. Tiered royalties will also be payable on net

sales of any commercialised products.

	2023	2022
	£’000	£’000
By category:
Collaboration revenue	7,331	10,560
	7,331	10,560

	2023	2022
	£’000	£’000
By geographical market:
UK	6,710	10,560
EU	621	—
	7,331	10,560

There is no related party revenue in the year to 31 December 2023 (2022: £nil). See note 26 for related party information.

113BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

6 Reported operating loss

The following table provides additional information on the nature of operating expenses included in the consolidated

statement of comprehensive income:

		2023	2022
	Note	£’000	£’000
Aggregate payroll costs, excluding SBP expenses	7	41,191	38,096
Employee-related SBP expenses	23	1,527	27,614
Depreciation of right-of-use assets	16	1,596	1,682
Depreciation of property, plant and equipment	14	1,279	1,371
Amortisation of intangible assets	13	5	3
Listing service SBP expense arising from Transaction		—	83,067
Decrease in fair value of investments	15	—	491
Auditors’ remuneration		458	680
Other expenses		39,271	54,756
Total operating expenses		85,327	207,760

1 Comprising R&D expenses and administrative expenses.

Amounts receivable by the Group’s auditors and their associates in respect of:

	2023	2022
	£’000	£’000
Audit of these consolidated financial statements	418	575
Audit of financial statements of subsidiary companies	38	41
Advisory costs related to non-audit services	2	64
	458	680

7 Staff numbers and costs

The average number of persons employed by the Group (including the Board of Directors) during the year, analysed

by category, was as follows:

		Number of employees
	2023	2022
Research and development	277	293
Administration	66	61
	343	354

The number of people employed by the Group at the end of 2023 was 248 (2022: 378).

The aggregate payroll costs of these persons were as follows:

		2023	2022
	Note	£’000	£’000
Wages and salaries		32,887	32,900
Equity-settled employee-related SBP charge	23	5,693	33,818
Social security costs		3,723	3,804
Settlement payments and other staff costs arising from restructuring activities		3,149	—
Contributions to defined contribution plans		1,432	1,392
Credit for social security provision in relation to equity-settled SBP	23	(4,166)	(6,204)
		42,718	65,710

114 BenevolentAI Annual Report 2023

Financial statements

7 Staff numbers and costs continued

Settlement payments not arising from restructuring activities of £210k are not included above (2022: £216k).

The Group operates a defined contribution pension plan. The total expense relating to this plan in the current year

was £1,432k (2022: £1,392k). There was an accrual of £207k at 31 December 2023 (2022: £260k).

8 Finance income

	2023	2022
	£’000	£’000
Interest income on bank deposits	3,854	1,544
Gain on modification of lease liability	920	—
Fair value revaluation of warrants	352	17,737
Change in fair value of settled forward contract	198	—
Unwinding of rent deposits	6	5
	5,330	19,286

9 Finance expense

	2023	2022
	£’000	£’000
Interest expense on lease liabilities	326	417
Other finance expenses	81	122
Change in fair value of settled forward contract	—	1,565
	407	2,104

10 Taxation

	2023	2022
	£’000	£’000
Recognised in the consolidated statement of comprehensive income
Current tax on income for the year	9,333	15,924
Deferred tax	—	—
Total tax credit	9,333	15,924
Reconciliation of effective tax rate
Loss for the year before taxation	(72,650)	(179,852)
Tax using the UK corporation tax rate of 23.52% (2022: 19.00%)	(17,087)	(34,172)
Surrender of tax losses for R&D tax credit refund	9,058	4,946
Additional deduction for R&D expenditure	(9,581)	(11,820)
R&D expenditure credits	99	31
Expenses not deductible for tax purposes	569	23,770
Deferred tax not recognised on trading losses	7,609	1,311
Fixed asset differences	—	10
Total tax refund included in consolidated financial statements	(9,333)	(15,924)

A deferred tax asset of £54.6 million (2022: £53.7 million) has not been recognised due to uncertainties over future

profitability. The amount of trading losses carried forward indefinitely where a deferred tax asset has not been

recognised is £206.6 million (2022: £174.3 million).

The UK corporation tax rate for year ended 31 December 2023 is 23.52% (2022: 19.00%). Deferred tax has been

calculated using 25% (2022: 25%) as this is the corporation tax rate effective 1 April 2024, following the announcement

in the Budget on 3 March 2021 which has been substantively enacted.

115BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

10 Taxation continued

The UK R&D tax credit rate used in the calculation of R&D receivable in the financial statements, equal to £9.8 million,

is based on 14.5% applied to expenditure for the period to 31 March 2023 and 10% for the period of expenditure from

1 April 2023. These are the rates effective and substantively enacted as at 31 December 2023. On 22 February 2024,

Royal Assent was granted to apply the 14.5% research intensive industry rate for those companies meeting the UK tax

authority’s R&D tax scheme criteria with retrospective effect from 1 April 2023. The Group expects to meet the criteria

set out, the impact being an additional £2.4 million in estimated R&D receivable recoverable for the period from 1 April

2023 to 31 December 2023, giving a total expected R&D tax credit of £12.2 million.

11 Loss per share

Loss per ordinary share has been calculated by dividing the loss attributable to equity holders of BenevolentAI after

taxation for each financial period by the weighted average number of ordinary shares in issue during the financial

period, exclusive of both Sponsor shares and those held in treasury. The weighted average number of shares is

calculated from the number of ordinary BenevolentAI shares in circulation at the beginning of the period adjusted

by the number of ordinary shares issued during the period, alongside the impacts of the Transaction in 2022 and

multiplied by a time-weighting factor. The time-weighting factor reflects the ratio of the number of days on which

ordinary shares were issued and the total number of days of the period.

		2023	2022
	Note	£’000	£’000
Basic and diluted loss per share, expressed in pence		(53.5p)	(150.2p)
Weighted average ordinary shares outstanding, number		118,308,029	109,110,109
Loss for the year		(63,317)	(163,928)
Adjustments for:
Non-normalised items within operating expenses	2.4	4,922	102,436
Fair value of warrants within finance income	8	(352)	(17,737)
Normalised total loss		(58,747)	(79,229)
Normalised basic and diluted loss per ordinary share, expressed in pence		(49.7p)	(72.6p)

The dilutive shares and other instruments total 145,126,303 (2022: 145,126,303), as per note 24, including 20,686,419

treasury shares (2022: 25,137,581). Outstanding equity awards, including those which are yet to vest, are included in

note 23. A loss, however, cannot be further diluted beyond the basic per share calculation. As such, the loss per share is

an equal value for both a basic and diluted view.

12 Goodwill

	£’000
Cost
Balance at 1 January 2022 and 31 December 2022	23,479
Balance at 1 January 2023 and 31 December 2023	23,479
Net book value
At 31 December 2022	23,479
At 31 December 2023	23,479

The recoverable amount of the CGU was determined on the basis of the FVLCOD using the Company’s quoted market

value. Management believes that the quoted share price of the Company best represents the fair value of the CGU in

the eyes of active market participants. For the purposes of measuring FVLCOD, both the effects of control premium

and the costs of disposal have been disregarded, with the former expected to be far in excess of the latter.

The quoted closing share price of BAI at 31 December 2023 was £0.94 per share (€1.08 per share), equivalent to an

overall £114.2 million fair value of the CGU (31 December 2022: £364.8 million). This exceeds the Group’s net assets of

£94.3 million, inclusive of the goodwill amount, such that no impairment has been recognised to the current carrying

value of the goodwill.

Under IAS 36, the recoverable amount of the CGU is the higher of its FVLCOD and value in use. Management has

carried out its own internal valuations, representing the value in use of the CGU. This sits significantly in excess of

its FVLCOD.

116 BenevolentAI Annual Report 2023

Financial statements

13 Intangible assets

	Rights to
	future income	Software	Total
	£’000	£’000	£’000
Cost
Balance at 1 January 2022	10,700	46	10,746
Disposals	—	(14)	(14)
Balance at 31 December 2022	10,700	32	10,732
Additions	—	4	4
Disposals	(10,700)	—	(10,700)
Balance at 31 December 2023	—	36	36
Accumulated amortisation
Balance at 1 January 2022	10,700	23	10,723
Amortisation charge	—	3	3
Disposals	—	(14)	(14)
Balance at 31 December 2022	10,700	12	10,712
Amortisation charge	—	5	5
Disposals	(10,700)	—	(10,700)
Balance at 31 December 2023	—	17	17
Net book value
At 31 December 2022	—	20	20
At 31 December 2023	—	19	19

Software

Modest balances relate to software intangibles representing domain names and software, all of which are integrated

and fully used in the business and subject to amortisation. Management does not believe there to be any indicators of

impairment for these items.

Rights to future income

Relates to a fully-impaired partial economic interest in an asset held by a third party who have decided to stop further

development of that asset and is, therefore, regarded as disposed of in the year.

117BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

14 Property, plant and equipment

	Lab	Leasehold	Assets under	Computer	Fixtures
	equipment	improvement	construction	equipment	& fittings	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Cost
Balance at 1 January 2022	3,120	1,960	—	1,636	697	7,413
Additions	757	—	—	373	28	1,158
Disposals	(118)	—	—	(4)	—	(122)
Balance at 31 December 2022	3,759	1,960	—	2,005	725	8,449
Additions	832	6	95	76	9	1,018
Disposals	(210)	—	—	(69)	—	(279)
Balance at 31 December 2023	4,381	1,966	95	2,012	734	9,188
Accumulated depreciation
Balance at 1 January 2022	1,548	1,250	—	1,347	490	4,635
Depreciation charge	615	394	—	230	132	1,371
Disposals	(115)	—	—	(3)	—	(118)
Balance at 31 December 2022	2,048	1,644	—	1,574	622	5,888
Depreciation charge	689	315	—	238	37	1,279
Disposals	(200)	—	—	(69)	—	(269)
Balance at 31 December 2023	2,537	1,959	—	1,743	659	6,898
Net book value
At 31 December 2022	1,711	316	—	431	103	2,561
At 31 December 2023	1,844	7	95	269	75	2,290

	2023	2022
	£’000	£’000
Contracted capital commitments	216	330

15 Investments

	2023	2022
	£’000	£’000
Investments	1,892	1,892

Unlisted investments

The Group’s unlisted investments include 315,465 (2022: 315,465) ordinary £0.001 shares in Adarga Limited, equal to a

3.09% equity stake (31 December 2022: 7.85%). The investment is carried at fair value of £1.9 million (2022: £1.9 million),

being the value of the most observable recent price-setting transaction, which occurred during the year ended

31 December 2023. It is, therefore, classified as Level 2 in the fair value hierarchy defined under IFRS 13. As the result

of a review for the need for impairment, £nil (2022: £491k) has been recognised in administrative expenses in the

consolidated statement of comprehensive income.

118 BenevolentAI Annual Report 2023

Financial statements

16 Right-of-use assets

	Leasehold	Computer	Fixtures &
	property	equipment	fittings	Total
	£’000	£’000	£’000	£’000
Cost
Balance at 1 January 2022	11,933	20	21	11,974
Additions	363	—	12	375
Balance at 31 December 2022	12,296	20	33	12,349
Additions	3,352	—	—	3,352
Disposals	(2,626)	—	—	(2,626)
Remeasurement arising from lease modification	(3,077)	—	—	(3,077)
Balance at 31 December 2023	9,945	20	33	9,998
Accumulated depreciation
Balance at 1 January 2022	4,738	12	2	4,752
Depreciation charge	1,667	4	11	1,682
Balance at 31 December 2022	6,405	16	13	6,434
Depreciation charge	1,582	4	10	1,596
Disposals	(2,624)	—	—	(2,624)
Balance at 31 December 2023	5,363	20	23	5,406
Net book value
At 31 December 2022	5,891	4	20	5,915
At 31 December 2023	4,582	—	10	4,592

17 Trade and other receivables

	2023	2022
	£’000	£’000
Non-current
Rent deposit	171	—
	171	—
Current
Other taxation and social security	3,158	1,186
Prepayments	2,927	3,526
Accrued income	2,123	563
Other receivables	476	322
Rent deposit	31	187
	8,715	5,784

119BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

18 Cash, cash equivalents and short-term deposits

	2023	2022
	£’000	£’000
Cash and cash equivalents	36,477	88,442
Short-term deposits	36,429	41,740
	72,906	130,182

Bank credit ratings are considered in note 25.

19 Trade and other payables

	2023	2022
	£’000	£’000
Accruals	6,851	9,832
Trade payables	2,281	3,578
Taxation and social security	802	964
Other payables	422	503
	10,356	14,877

20 Deferred income

	£’000
Balance at 1 January 2022	31
Additions	13,143
Released to revenue	(10,300)
Balance at 31 December 2022	2,874
Additions	13,463
Released to revenue	(4,742)
Balance at 31 December 2023	11,595

The balance of revenue recognised in the year for 2023 arose from collaboration work invoiced in arrears.

The majority of additions to deferred income in 2022 and releases in 2022 and 2023 relate to revenue derived under

the AZ collaboration, which sits as an accrued income balance at the year end. Additions in 2023 mainly focus around

the new collaboration with Merck, with revenue expected to be recognised over the next two to three years, consistent

with the delivery of the contract.

120 BenevolentAI Annual Report 2023

Financial statements

21 Lease liabilities

	Note	£’000
Balance at 1 January 2022		8,794
Repayment of lease liabilities 1		(2,233)
Interest expense on lease liabilities	9	417
Additions	16	375
Balance at 31 December 2022		7,353
Current		1,665
Non-current		5,688
Balance at 1 January 2023		7,353
Repayment of lease liabilities 1		(2,010)
Interest expense on lease liabilities	9	326
Additions		3,075
Remeasurement arising from lease modification		(3,996)
Balance at 31 December 2023		4,748
Current		925
Non-current		3,823

1. Represents the total cash outflow related to the lease liabilities.

The lease modification arises on the reduction in scope of an ongoing lease, committed to in the year but not subject

to legal completion until January 2024.

		2023	2022
	Note	£’000	£’000
Recognised in the consolidated statement of comprehensive income
Depreciation expense on right-of-use assets	16	1,596	1,682
Interest expense on lease liabilities	9	326	417
Gain on modification of lease liability	8	920	—
		2,842	2,099

See note 25 for the contractual maturities of the lease liabilities in years to come.

121BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

22 Provisions

	Dilapidation	Liquidation
	on leased	of Odyssey	Tax related	Restructuring
	office premises	Acquisition B.V.	to SBP	programme	Total
	£’000	£’000	£’000	£’000	£’000
Balance at 1 January 2022	251	—	12,374	—	12,625
Provision acquired through the Transaction	—	32	—	—	32
Additional provisions made/(released)	73	—	(6,204)	—	(6,132)
Provision utilised	—	(29)	—	—	(29)
Balance at 31 December 2022	324	3	6,170	—	6,497
Current	324	3	5,544	—	5,871
Non-current	—	—	626	—	626
Balance at 1 January 2023	324	3	6,170	—	6,497
Restructuring provision recognised	—	—	—	5,290	5,290
Additional provisions made/(released)	304	(3)	(4,166)	(368)	(4,233)
Provisions utilised	—	—	(623)	(4,072)	(4,695)
Balance at 31 December 2023	628	—	1,381	850	2,859
Current	59	—	1,250	850	2,159
Non-current	569	—	131	—	700

The provision related to dilapidations on leased office premises reflects the updated projections for future dilapidation

costs at the end of revised term ends, following the modification and renewal of property leases across the Group and

any restorative measures to discharge any relevant dilapidations obligations.

The provision related to the employer tax arising from share-based payments is recognised in line with the relative

portion of fair value charged for each tranche as at the balance sheet date under the two share incentive schemes,

as a function of the share price and prevailing tax rates. The non-current portion relates to tranches which have an

expected vesting date greater than twelve months from year end. These two share incentive schemes are discussed

further in note 23.

As part of the strategic plan announced on 25 May 2023, the Group considered its cost base and organisational

structure and commenced a collective consultation process around proposed headcount reductions, adhering to the

UK Collective Consultation for Redundancy Rules and Procedures. The restructuring programme provision reflects all

expected expenditure, necessarily entailed by the restructuring that does not relate to the ongoing activities of the

Group, including costs associated with contractual obligations that no longer provide economic benefit to the Group.

23 Share-based payments

23.1 BenevolentAI Equity Incentive Scheme (“BEIS”)

Under the BEIS, all employees were offered options or RSUs upon joining. RSUs operate in such a way as to give the

same economic benefit as options, reflecting the requirements of certain jurisdictions.

This scheme is now in run off since the closing of the Transaction in 2022 and is effectively closed to new entrants,

with the only vesting continuing for awards already granted. During the year ended 31 December 2023, therefore,

no awards were granted (2022: 1,423,351 options and 75,793 RSUs). 939,375 options and 602,874 RSUs under the BEIS

were forfeited over the course of the year (2022: 1,077,485 options and 93,974 RSUs). No options were exercised during

the year (2022: no options exercised nor RSUs settled).

122 BenevolentAI Annual Report 2023

Financial statements

23 Share based payments continued

23.1 BenevolentAI Equity Incentive Scheme (“BEIS”) continued

In the year, the Company undertook a net settlement process for a portion of vested RSU awards, through to the end

of 2022, to adhere to tax requirements in certain jurisdictions. Scheme participants who were affected had their RSUs

settled to them as shares, net of any exercise price and tax payable as required of the Company, using treasury shares

held by the Company. The Company withheld 2,607,989 RSUs with a total value of £2.1 million, in part for the purposes

of exercise price but predominantly equal to the value of the payment made by the Group to the tax authorities on

behalf of the scheme participants. An additional payment of £0.6 million was made by the Group to comply with

employer-related taxes, with a corresponding reduction to the provision previously put in place. The remaining

4,451,162 shares are held by the participants under the nominee provisions of the Employee Benefit Trust and are

locked up, in accordance with all vested, but not yet settled, awards in the scheme.

The net settlement arrangement resulted in an increase to share premium of £46.3 million due to a reallocation

from the SBP reserve, reflecting the historic fair value charge that had been recognised for the total 7,059,151 vested

RSUs affected.

23.2 Long Term Incentive Plan (“LTIP”)

Under the LTIP, RSUs and PSUs are granted to eligible employees and may be subject to one or more

performance conditions.

During the period, 2,160,526 RSUs and 899,580 PSUs were granted under the LTIP (2022: 980,123 RSUs and 815,282

PSUs). 412,667 RSUs and 261,167 PSUs were forfeited due to the grantees no longer being employed by the Group or

forfeiting their awards (2022: 23,716 RSUs and 12,108 PSUs). No awards were settled during the period (2022: none).

	BEIS		LTIP
		Weighted		Weighted
		average		average
	Number	exercise price	Number	exercise price
Equity awards held in BenevolentAI	of Awards	(£)	of Awards	(£)
Awards outstanding at 1 January 2022	19,043,911	0.1	—	—
Granted	1,499,144	0.0	1,795,405	—
Exercised/settled	—	—	—	—
Forfeited	(1,171,459)	0.2	(35,824)	—
Outstanding at 31 December 2022	19,371,596	0.1	1,759,581	—
Exercisable at 31 December 2022	—	—	—	—
Awards outstanding at 1 January 2023	19,371,596	0.1	1,759,581	—
Granted	—	—	3,060,106	—
Exercised/settled	(4,451,162)	0.0	—	—
Withheld by the Company	(2,607,989)	0.0	—	—
Forfeited	(1,542,249)	0.0	(673,834)	—
Outstanding at 31 December 2023	10,770,196	0.2	4,145,853	—
Exercisable at 31 December 2023	—	—	—	—

For BEIS awards outstanding at the year end, the average weighted time to exercise or settlement is 0.2 years

(2022: 0.4 years). For the LTIP awards, this is equal to 1.6 years (2022: 2.0 years).

23.3 IFRS 2 valuation

The fair value of services received in return for share awards granted are measured by reference to the fair value of

goods or services received or reference to the fair value of share awards granted.

Black-Scholes

As permitted under IFRS 2, the Black-Scholes model has been used to calculate the fair value of each award granted

under the BEIS at the date of grant, as well as for all RSUs under the LTIP. For PSUs granted under the LTIP, the Black-

Scholes model has been utilised for the portion not subject to market vesting conditions.

To calculate the fair value of share options using the Black-Scholes model, the assumptions in the following table have

been used. As the Group grants new equity awards at regular intervals, the weighted average of outstanding awards

at the end of the financial year has been disclosed.

123BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

23 Share based payments continued

23.3 IFRS 2 valuation continued

Black-Scholes continued

The following assumptions were used in the Black-Scholes model in calculating the fair values of the awards granted

under each scheme during the year:

	BEIS		LTIP
Weighted average for awards granted during the year 2023		2022	2023	2022
Market value at date of grant	—	£5.22	£1.04	£3.53
Exercise price at grant date	—	£0.1	—	—
Volatility	—	60%	60%	50%
Time to exercise (years)	—	1.8	2.0	1.9
Risk-free rate	—	0.97%	4.42%	1.88%
Employee turnover	—	12%	12%	11%

For BEIS awards granted, the grant dates and corresponding vesting end dates reflect the wide and varied range in

dates the participant joined the Group. For LTIP awards, these are typically done on a quarterly basis. Awards made

under either scheme have an expiry term of ten years.

The expected volatility been assessed with reference to a benchmark of industry comparators, given BAI’s relatively

recent introduction to public markets. The expected period to exercise is based upon the date at which the service

condition for each tranche in each award is met. The risk-free rate is based on the Bank of England’s estimates of gilt

yield curve as at each respective grant date.

Monte Carlo Simulations

The portion of each PSU under the LTIP which relates to market vesting conditions carries a separate fair value,

determined using the Monte Carlo Simulation model.

The inputs into the Monte Carlo Simulation model for awards issued during the year were as follows:

		LTIP
Weighted average for awards granted during the year 2023		2022
Market value at date of grant	£0.77	£5.50
Exercise price at grant date	—	—
Volatility	60%	50%
Time to exercise (years)	2.5	2.7
Risk-free rate	4.40%	1.77%

The Monte Carlo Simulation model has been used to value the portion of the awards which have a market

performance vesting condition (achievement of a target company valuation). The model incorporates a discount

factor reflecting this performance condition into the fair value of this portion of the award. The weighted average fair

value of awards granted during the year determined using the Monte Carlo Simulation model at the grant date was

£0.77 (2022: £5.47) per award.

The volatility assumption has been derived as the median volatility over a five-year period of a bespoke comparator

group. For options granted during 2023, the expected life represents the term until expected vesting and exercise.

The risk-free interest rate used reflects the UK Government five-year Gilt rate as reported by the Bank of England.

	2023	2022
Employee-related share-based payment	£’000	£’000
SBP expenses	5,693	30,249
Transaction-related SBP expenses	—	3,569
	5,693	33,818
Credit to statement of comprehensive income for social security provision in relation to SBP	(4,166)	(6,518)
Transaction-related social security provision in relation to SBP	—	314
	(4,166)	(6,204)

124 BenevolentAI Annual Report 2023

Financial statements

23 Share based payments continued

23.3 IFRS 2 valuation continued

Monte Carlo Simulations continued

Under local jurisdiction tax law, the Group must withhold an amount for an employee’s tax obligation associated with

a share-based payment compensation earned in a given period and transfer that amount in cash to the tax authority

on the employee’s behalf.

For the RSUs and options granted under the Group’s scheme, a sell-to-cover function will normally be undertaken

on behalf of the scheme participants, in which the vested and settled or exercised awards are issued as shares and

the Group sells the requisite number of shares in order to settle the employee’s tax obligations. Once the sell-to-cover

arrangement is completed on behalf of the participant, the realised proceeds are given to the Group to settle any

participant tax obligation mechanically via payroll. The remaining shares on settlement or exercise are placed on a net

basis into a participant nominee account operated under the provision of the Employee Benefit Trust.

There are also net settlement provisions included at the discretion of the Board of Directors in the scheme rules,

as enacted during the year. If all of the RSUs and options outstanding as at 31 December 2023 were to be settled

or exercised, the Group would be required to pay approximately £1.4 million to the taxation authority in relation to

employer-related social security taxes (31 December 2022: £6.2 million).

24 Shareholdings

24.1 Share movements

			BenevolentAI Limited (£0.10 par value)				BenevolentAI (€0.001 par value)
	Ordinary	A Preference	G2 Growth		Ordinary	Sponsor	Treasury
	shares	shares	shares	Total	shares	shares 1	shares 1	Total
At 1 January 2022	1,831,829	506,594	87,984	2,426,407
Odyssey shares in issue
prior to the Transaction	—	—	—	—	30,000,000	7,500,000	—	37,500,000
Redemptions	—	—	—	—	(25,137,581)	—	25,137,581	—
Equity Backstop facility	—	—	—	—	4,000,000	—	—	4,000,000
Cancellation of growth shares	—	—	(87,984)	(87,984)	—	—	—	—
Capital reorganisation	(1,831,829)	(506,594)	—	(2,338,423)	90,012,909	—	—	90,012,909
Equity PIPE Financing	—	—	—	—	13,613,394	—	—	13,613,394
Conversion of two-thirds
of Sponsor shares	—	—	—	—	5,000,000	(5,000,000)	—	—
Shares in issue at 22 April 2022 and 31 December 2022	—	—	—	—	117,488,722	2,500,000	25,137,581	145,126,303
Shares issued under net settlement
arrangement	—	—	—	—	4,451,162	—	(4,451,162)	—
Shares in issue at 31 December 2023	—	—	—	—	121,939,884	2,500,000	20,686,419	145,126,303

1. The unconverted Sponsor shares, and the treasury shares, do not form part of the Basic total number of ordinary shares outstanding.

The Sponsor shares derive their economic rights from their conversion to ordinary shares. The redemptions, at €9.96 per share, by ordinary

shareholders ahead of the Closing date were transferred into treasury.

2. The Transaction described in note 4 involved the contribution of 2,338,423 existing BAI Ltd shares held by BAI Ltd shareholders against

the issuance of new ordinary shares at an assumed price of €10.00 per share, adjusted based on the ratio of 1 BAI Ltd share (Ordinary &

A Preference) into approximately 38.4930 ordinary shares .

125BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

24 Shareholdings continued

24.2 Share capital authorised and issued

The Company’s share capital at the end of the year comprised the following:

	Number	Nominal	Number of	Aggregate
	of shares	value	shares issued	nominal value
31 December 2023	authorised	€	and fully paid	£
Ordinary shares	205,544,124	0.001	121,939,884	101,373
Sponsor shares	2,500,000	0.001	2,500,000	2,076
	208,044,124		124,439,884	103,449
Treasury shares	—	0.001	20,686,419	—
	208,044,124		145,126,303	103,449

	Number	Nominal	Number of	Aggregate
	of shares	value	shares issued	nominal value
31 December 2022	authorised	€	and fully paid	£
Ordinary shares	205,544,124	0.001	117,488,722	97,574
Sponsor shares	2,500,000	0.001	2,500,000	2,076
	208,044,124		119,988,722	99,650
Treasury shares	—	0.001	25,137,581	—
	208,044,124		145,126,303	99,650

1. The treasury shares issued but yet unpaid form part of the total of ordinary authorised and, therefore, do not require separate authorisation,

and are accounted for at redemption in share premium.

The increase in ordinary shares is due to the issuance of shares related to the net settlement arrangement described

in note 23.1, wherein ordinary shares were transferred to the beneficiaries from those held as treasury shares.

126 BenevolentAI Annual Report 2023

Financial statements

25 Financial instruments

The measured values of all financial assets and financial liabilities by class together with their carrying amounts shown

in the balance sheet are as follows:

		Carrying	Carrying
		amount	amount
		2023	2022
	Note	£’000	£’000
Financial assets
Financial assets measured at fair value
Investment	15	1,892	1,892
Financial assets measured at amortised cost
Short-term deposits		36,429	41,740
Cash and cash equivalents		36,477	88,442
Trade and other receivables	17	2,801	1,072
Total financial assets		77,599	133,146
Financial liabilities
Financial liabilities measured at fair value
Warrants		2	352
Financial liabilities measured at amortised cost
Trade and other payables	19	9,554	13,914
Lease liabilities	21	4,748	7,353
Provisions	22	2,859	6,497
Total financial liabilities		17,163	28,116

1. The 2022 comparative has been aligned with the basis used in 2023, including lease liabilities and provisions.

Risk management

The Group’s principal financial instruments comprise cash at bank and short-term deposits, trade payables and other

receivables. The main purpose of these financial instruments is to facilitate the Group’s operations.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations and arises principally from the Group’s receivables from customers and investment securities.

The Group currently does not have a provision for bad debt based on historic and current experience with relevant

parties, consequently exposure to expected credit losses expected to be nil.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they come due. The Group

expects to meet its financial obligations through operating and financing cash flows.

The following are the contractual maturities of financial liabilities, including estimated interest payments and

excluding the effect of netting agreements:

					Contractual cash flows
	Carrying					5 years
	amount	Total	1 year or less	1 to <2 years	2 to <5 years	and over
31 December 2023	£’000	£’000	£’000	£’000	£’000	£’000
Non-derivative financial liabilities
Trade and other payables	9,554	9,554	9,554	—	—	—
Lease liabilities	4,748	5,406	1,275	1,533	2,598	—

127BenevolentAI Annual Report 2023

Financial statements

Notes to the financial information continued

for the year ended 31 December 2023

25 Financial instruments continued

Liquidity risk continued

	Carrying					5 years
	amount	Total	1 year or less	1 to <2 years	2 to <5 years	and over
31 December 2022	£’000	£’000	£’000	£’000	£’000	£’000
Non-derivative financial liabilities
Trade and other payables	13,914	13,914	13,914	—	—	—
Lease liabilities	7,353	8,830	1,996	1,801	1,599	3,434

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices

will affect the Group’s income or the value of its holdings of financial instruments. The Group has little exposure to

interest rate risk other than that returns on short-term fixed interest deposits will vary with movements in underlying

bank interest rates. The Group’s principal market risk exposure is to movements in foreign exchange rates.

Foreign currency risk

The Group’s exposure to foreign currency risk is as follows. This is based on the carrying amount for monetary financial

instruments except derivatives when it is based on notional amounts.

	Euro	US Dollar	British Pound	Total
31 December 2023	£’000	£’000	£’000	£’000
Cash and cash equivalents	1,655	3,315	31,507	36,477
Short-term deposits	1,692	1,178	33,559	36,429
Trade payables	(195)	(511)	(1,575)	(2,281)
Net exposure	3,152	3,982	63,491	70,625

	Euro	US Dollar	British Pound	Total
31 December 2022	£’000	£’000	£’000	£’000
Cash and cash equivalents	3,230	4,719	80,493	88,442
Short-term deposits	3,861	2,479	35,400	41,740
Trade payables	(1,030)	(665)	(1,883)	(3,578)
Net exposure	6,061	6,533	114,010	126,604

A 10% weakening of the following currencies against the pound sterling at 31 December 2023 would have increased

profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet

date and had been applied to risk exposures existing at that date.

This analysis assumes that all other variables, in particular other exchange rates and interest rates, remain constant.

The analysis is performed on the same basis for 31 December 2022.

	2023	2022
Sensitivity analysis	£’000	£’000
€	(315)	(606)
$	(398)	(653)

Bank credit ratings

The Group cash balances are held with bank and financial institution counterparties, which are rated investment

grade or above (Moody’s Long term – Baa3, Short term – P-3), based on credit ratings as at 31 December 2023, which

is at minimum a positive outlook. Its cash equivalents balance is held in AAA rated liquidity funds. The Group considers

that its cash and cash equivalents and short-term deposits have low credit risk based on the external ratings.

128 BenevolentAI Annual Report 2023

Financial statements

26 Related party transactions

Transactions with key management personnel (“KMPs”)

The remuneration of the KMPs of the Group, defined as the Board of Directors inclusive of CEO, is set out below in

aggregate for each of the categories specified in IAS 24 “Related Party Disclosures”:

	2023	2022
	£’000	£’000
Annual fees/salaries	1,331	1,032
Bonus	—	280
Other compensation	545	—
Social security costs	27	133
Benefits, including pension	25	34
Equity-settled employee-related SBP charge	63	12,912
Credit for social security provision in relation to equity-settled SBP	(1,889)	(3,953)
	102	10,438

1. The charges/credits related to SBP in the note above reflect what has been recognised in the profit or loss for the year for share awards held

by KMPs, rather than the taxable income KMPs earned from vested share awards.

Remuneration of KMPs include remuneration paid by subsidiary undertakings in the current and prior financial years.

Further disclosure related to remuneration of KMPs is included in the Remuneration Committee report.

27 Subsequent events

On 24 January 2024, BenevolentAI announced the appointment of Dr. Joerg Moeller as CEO and Executive Director

with immediate effect.

129BenevolentAI Annual Report 2023

Financial statements

Management report

for the year ended 31 December 2023

The Board of Directors (the “Board”) of BenevolentAI (hereafter the “Company”) submits its management report with

the annual accounts of the Company for the year ended 31 December 2023.

1. Overview

BenevolentAI was incorporated on 1 June 2021 in Luxembourg and is registered with the Luxembourg Trade and

Companies Register (Registre de Commerce et des Sociétés, in abbreviated “RCS”). The Company’s purpose is the

holding, management, development and disposal of participations and any interests in companies in any form

whatsoever. The Company’s particular current focus is on AI-related technology and drug discovery in the life

sciences sector.

2. Review and development of the Company’s business, financial performance and financial position

As at 31 December 2023, the Company, a listed entity, has 121,939,884 Class A shares and 10,000,000 Class A warrants

traded in Euronext Amsterdam N.V. (“Stock Exchange”) under the symbol “BAI” and “BAIW”, respectively. The

Company also has 20,686,419 Class A Shares categorised as treasury shares. The Company also has 2,500,000 Class

B shares and 6,600,000 Class B warrants issued and outstanding as at 31 December 2023 that are not listed on a

stock exchange. Details over equity instruments rights and obligations are disclosed in note 5 of the Company’s

annual accounts.

Financial performance highlights

The loss of the Company for the year ended 31 December 2023 was £317.5 million (2022: £693.6 million). This was

mainly driven by the £252.7 million value adjustment of the Company’s investment in its wholly-owned subsidiary

BenevolentAI Limited (2022: £528.2 million) due to a decrease in the Company’s share price; £55.0 million value

adjustments on the Company’s investment in own shares (2022: £129.8 million), also due to share price; and, a loss on

disposal of part of the Company’s investment in own shares of £3.7 million (2022: £nil). This loss on disposal reflects the

utilisation of part of the Company’s treasury shares for nil consideration as part of the net settlement arrangement

under the Company’s share awards scheme.

There are no specific performance indicators applicable only to the Company’s performance beyond those described

above. The financial performance highlights of the Group and key performance indicators, which also includes that of

the Company, are discussed in detail on pages 38 to 40 of the Annual Report.

Financial position

The Company’s main asset in the annual accounts refer to its investment in BenevolentAI Limited (100% ownership).

An investment in own shares is also reflected in the balance sheet as a result of the share redemption prior to the

Business Combination completed in 2022 (the “Transaction”).

Future development

The future development of the Group and, as supported and enabled by the Company, is described on pages 18 and

19 of the Annual Report.

Activities in the field of research and development

While research and development activities are a core focus of the Group, the Company has not undertaken any such

activities itself in the year ended 31 December 2023 or prior.

3. Principal risks and uncertainties

The Group, inclusive of the Company, has analysed the risks and uncertainties to its business, and the Board has

considered their potential impact. These are discussed at length, with accompanying mitigants and approaches to

further embedding the risk management framework are discussed on pages 41 to 45 of the Annual Report.

4. Corporate Governance statement

The Company is subject to and complies with the relevant applicable laws and regulations, including the Luxembourg

Law of 10 August 1915 on commercial companies as amended, and the regulations applied by the Stock Exchange.

The Company does not apply requirements in addition to those required by the above. Each of the service providers

engaged by the Company is subject to their own corporate governance requirements. Governance activities of the

Group are discussed in detail in the Governance section of the Annual Report, itself a component of the Consolidated

Management Report along with the Strategic report.

With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association,

the relevant applicable laws and regulations, including the Luxembourg Law of 10 August 1915 on commercial

companies as amended, and the regulations applied by the Stock Exchange.

130 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

5. Risk management and internal controls

The Company’s approach to risk management and internal controls is consistent with that applied to the

BenevolentAI Group and is detailed in the Annual Report on pages 41 to 64.

6. Financial risk management objectives and policies

As at 31 December 2023, the Company had £4.6 million in cash at bank and in hand (31 December 2022: £7.9 million).

The Company had a net equity of £132.3 million as at 31 December 2023 (31 December 2022: £449.8 million). The

Financial Risk management activities for the Company are the same as those operated for the Group as a whole and

are discussed on pages 41 to 45 of the Annual Report.

7. Annual Accounts of BenevolentAI

The Annual Accounts of BenevolentAI are shown on pages 130 to 145. These were prepared in accordance with

Luxembourg’s legal and regulatory requirements and using the going concern basis of accounting.

The loss of the Company for the year ended 31 December 2023 was £317.5 million. This was mainly driven by the

£252.7million value adjustment of the Company’s investment in its wholly-owned subsidiary BenevolentAI Limited

due to a decrease in the Company’s share price; £55.0 million value adjustments on the Company’s investment in

own shares, also due to share price; and, a loss on disposal of part of the Company’s investment in own shares of

£3.7million. This loss on disposal reflects the utilisation of part of the Company’s treasury shares for nil consideration as

part of the net settlement arrangement under the Company’s share awards scheme.

It is proposed that the loss for the year ended 31 December 2023 will be allocated to the profit and loss brought

forward at 1 January 2024. At 31 December 2023, the Company had no distributable amounts, as defined by

Luxembourg law.

8. Take-over directive

Disclosures in respect of significant shareholdings of 5% or more of the voting rights in the Company are included in

the Annual Report on page 61.

On behalf of the Board of Directors of the Company:

Dr. Joerg Moeller

Chief Executive Officer

19 March 2024

131BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Responsibility statement by the Board of Directors

for the year ended 31 December 2023

The Board of Directors of the Company reaffirm their responsibility to ensure the maintenance of proper accounting

records disclosing the financial position of the Company with reasonable accuracy at all times and to ensure that an

appropriate system of internal controls is in place to ensure that the Company’s business operations are carried out

efficiently and transparently.

In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information

about issuers whose securities are admitted to trading on a regulated market, the Board of Directors of the Company

declare that, to the best of their knowledge, the audited annual accounts of the Company for the year ended

31December 2023, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair

view of the assets, liabilities, financial position of the Company as of that date and results of the Company for the year

then ended. In addition, the management report includes a fair review of the development and performance of the

Company’s business operations during the year and of principal risks and uncertainties, where appropriate, faced

by the Company, as well as other information required by the Article 68 ter of the law of 19 December 2002 on the

On behalf of the Board of Directors of the Company:

Dr. François Nader

Chair

19 March 2024

Dr. Joerg Moeller

Chief Executive Officer

19 March 2024

132 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

Independent auditor’s report

to the Shareholders of BenevolentAI S.A.

Report on the audit of the annual accounts

Our opinion

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of BenevolentAI S.A.

(the “Company”) as at 31 December 2023, and of the results of its operations for the year then ended in accordance with

Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.

Our opinion is consistent with our additional report to the Audit Committee.

What we have audited

The Company’s annual accounts comprise:

• the balance sheet as at 31 December 2023;

• the profit and loss account for the year then ended; and

• the notes to the annual accounts, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit

profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the

“Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the EU Regulation No 537/2014,

the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities

of the “Réviseur d’entreprises agréé” for the audit of the annual accounts” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with the International Code of Ethics for Professional

Accountants, including International Independence Standards, issued by the International Ethics Standards Board

for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that

are relevant to our audit of the annual accounts. We have fulfilled our other ethical responsibilities under those ethical

requirements.

To the best of our knowledge and belief, we declare that we have not provided non-audit services that are prohibited

under Article 5(1) of the EU Regulation No 537/2014.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

annual accounts of the current period.

These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information

stated in the annual report including the Management report and the Corporate Governance Statement but does not

include the annual accounts and our audit report thereon.

Our opinion on the annual accounts does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the annual accounts, our responsibility is to read the other information identified

above and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or

our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report that

fact. We have nothing to report in this regard.

133BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Independent auditor’s report continued

to the Shareholders of BenevolentAI S.A.

Report on the audit of the annual accounts continued

Responsibilities of the Board of Directors and those charged with governance for the annual accounts

The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in accordance

with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual

accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation

ofannual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no

realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out

in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”).

Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts

The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are

freefrom material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will

always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions

ofusers taken on the basis of these annual accounts.

As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism

throughout the audit. We also:

• identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,

or the override of internal control;

• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control;

• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the Board of Directors;

• conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the annual

accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company

to cease to continue as a going concern;

• evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and

whether the annual accounts represent the underlying transactions and events in a manner that achieves fair

presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and communicate to them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or

safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of

most significance in the audit of the annual accounts of the current period and are therefore the key audit matters.

We describe these matters in our audit report unless law or regulation precludes public disclosure about the matter.

We assess whether the annual accounts have been prepared, in all material respects, in compliance with the

requirements laid down in the ESEF Regulation.

134 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

Report on other legal and regulatory requirements

The Management report is consistent with the annual accounts and has been prepared in accordance with applicable

legal requirements.

The Corporate Governance Statement is included in the management report. The information required by Article

68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on the commercial and companies register and

on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts

and has been prepared in accordance with applicable legal requirements.

We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders on 4 May 2023

and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years.

We have checked the compliance of the annual accounts of the Company as at 31 December 2023 with relevant

statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.

For the Company it relates to the requirement that annual accounts are prepared in a valid XHTML format.

In our opinion, the annual accounts of the Company as at 31 December 2023 have been prepared, in all material

respects, in compliance with the requirements laid down in the ESEF Regulation.

Represented by

Andrei Chizhov

PricewaterhouseCoopers, Société coopérative

Luxembourg

19 March 2024

135BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Balance sheet

as at 31 December

(in thousands of pounds sterling (“GBP”)) Note 2023 2022

Assets

C. Fixed assets 112,050 364,774

III. Financial assets 3 112,050 364,774

1. Shares in affiliated undertakings 112,050 364,774

D. Current assets 24,053 86,008

II. Debtors 74 17

2. Amounts owed by affiliated undertakings — —

a) becoming due and payable within one year — —

4. Other debtors 74 17

a) becoming due and payable within one year 74 17

III. Investments 4 19,382 78,046

2. Own shares 19,382 78,046

IV. Cash at bank and in hand 6 4,597 7,945

E. Prepayments 885 1,154

Total assets 136,988 451,936

Capital, reserves and liabilities

A. Capital and reserves 5 132,260 449,788

I. Subscribed capital 120 120

II. Share premium account 1,130,226 1,071,562

IV. Reserves 20,453 79,117

2. Reserve for own shares 19,382 78,046

4. Other reserves, including the fair value reserve 1,071 1,071

b) other non-available reserves 1,071 1,071

V. Profit or loss brought forward (701,011) (7,397)

VI Profit or loss for the financial year (317,528) (693,614)

C. Creditors 7 4,728 2,148

4. Trade creditors 158 384

a) becoming due and payable within one year 158 384

6. Amounts owed to affiliated undertakings 4,570 1,752

a) becoming due and payable within one year 4,570 1,752

8. Other creditors — 12

a) Tax authorities — 8

c) Other creditors — 4

i) becoming due and payable within one year — 4

Total capital, reserves and liabilities 136,988 451,936

136 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

Profit and loss account

for the year ended 31 December

(in thousands of GBP) Note 2023 2022

4. Other operating income 191 122

5. Raw materials and consumables and other external expenses 8 (1,320) (30,779)

b) Other external expenses (1,320) (30,779)

8. Other operating expenses 9 (8,828) (1,652)

11. Other interest receivable and similar income 10 214 1,344

b) Other interest and similar income 214 1,344

13. Value adjustments in respect of financial assets and of investments

held as current assets 3, 4 (307,702) (657,983)

14. Interest payable and similar expenses (70) (918)

a) Concerning affiliated undertakings — (424)

b) Other interest and similar expenses 11 (70) (494)

16. Profit or loss after taxation (317,515) (689,866)

17. Other taxes not shown under items 1 to 16 12 (13) (3,748)

18. Profit or loss for the financial year (317,528) (693,614)

137BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Notes to the annual accounts

1 General

BenevolentAI (the “Company”, formerly known as Odyssey Acquisition S.A.) was incorporated on 1 June 2021 as a

public limited liability company (Société Anonyme or “S.A.”) based on the laws of the Grand Duchy of Luxembourg

(“Luxembourg”) for an unlimited period. The Company is registered with the Luxembourg Trade and Companies

office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.

The Company is a listed entity with its 142,626,303 Class A shares (“Ordinary shares”) listed on Euronext Amsterdam

N.V. under ISIN LU2355630455, of which 20,686,419 are composed of treasury shares (see note 5.1). The Company has

10,000,000 Class A warrants (“Public warrants”) traded under ISIN LU2355630968.

The Company also has 2,500,000 Class B shares (“Sponsor shares”) and 6,600,000 Class B warrants (“Sponsor warrants”)

issued and outstanding as at 31 December 2023 that are not listed on a stock exchange.

The Company’s corporate purpose is the holding, management, development and disposal of participations and any

interests, in Luxembourg or abroad, in any companies and/or enterprises in any form whatsoever. The Company may

in particular acquire by subscription, purchase and exchange or in any other manner any stock, shares and other

participation securities, bonds, debentures, certificates of deposit and other debt instruments and more generally, any

securities and financial instruments issued by any public or private entity in Luxembourg and abroad and in particular

entities active in the biotechnology sector. It may participate in the creation, development, management and control

of any company and/or enterprise. It may further invest in the acquisition and management of a portfolio of patents or

other intellectual property rights of any nature or origin.

The Company may borrow in any form. It may issue notes, bonds and any kind of debt and equity securities. The

Company may lend funds, including without limitation, resulting from any borrowings of the Company and/or

from the issue of any equity or debt securities of any kind, to its subsidiaries, affiliated companies and/or any other

companies or entities it deems fit.

The Company may further guarantee, grant security in favour of or otherwise assist the companies in which it holds

a direct or indirect participation or which form part of the same group of companies as the Company. The Company

may further give guarantees, pledge, transfer or encumber or otherwise create security over some or all of its assets

to guarantee its own obligations and those of any other company, and generally for its own benefit and that of any

other company or person. For the avoidance of doubt, the Company may not carry out any regulated activities of the

financial sector without having obtained the required authorisation.

The Company may use any techniques and instruments to manage its investments efficiently and to protect itself

against credit risks, currency exchange exposure, interest rate risks and other risks.

The Company may, for its own account as well as for the account of third parties, carry out any commercial, financial or

industrial operation (including, without limitation, transactions with respect to real estate or movable property) which

may be useful or necessary to the accomplishment of its purpose or which are directly or indirectly related to its purpose.

The Company’s current financial year runs from 1 January 2023 to 31 December 2023.

The Company also prepares consolidated financial statements which are published under International Financial

Reporting Standards as adopted by the European Union, and in accordance with the European Single Electronic

Format regulation.

2 Summary of significant accounting policies

2.1 Basis of preparation

These annual accounts have been prepared in accordance with the Luxembourg legal and regulatory requirements

under the historical cost convention and on a going concern basis. This is based on the results of the going concern

analysis assessment performed by the Company and its subsidiaries (together referred to as the “Group”).

The accounting and valuation methods are determined and implemented by the Board of Directors, apart from the

regulations of the law of 19 December 2002.

The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the

Board of Directors to exercise significant judgement in the process of applying the accounting policies. Changes in

assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed.

The Board of Directors believes that the underlying assumptions are appropriate and that the annual accounts

therefore present fairly the financial position and results.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next

financial year. Estimates and judgements are continually evaluated and are based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under the circumstances.

138 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

2 Summary of significant accounting policies continued

2.2 Foreign currency translation

The Company maintains its books and records in GBP.

Translation of foreign currency transactions

Foreign currency transactions are translated into GBP using the exchange rates prevailing at the dates of the

transactions.

Translation of foreign currency balances as at the balance sheet date

• Financial assets denominated in currencies other than GBP are translated at the historical exchange rates.

• Other assets denominated in currencies other than GBP are translated at the lower of the exchange rate prevailing

at the balance sheet date and historical exchange rate.

• Debts denominated in currencies other than GBP are translated at the lower of the exchange rate prevailing at the

balance sheet date and historical exchange rate.

• Cash at bank and in hand denominated in currencies other than GBP are translated at the exchange rates

prevailing at the balance sheet date.

As a result, realised exchange gains and losses and unrealised exchange losses are recorded in the profit and loss

account. Unrealised exchange gains are not recognised unless they arise from cash at bank and in hand.

2.3 Other operating income

The Company’s revenue is generated from service fees. This represents revenue from rendering services to affiliated

undertakings and is recognised when the services are provided.

2.4 Interest income and expenses

Interest income and expenses are each recognised in the profit and loss account as they accrue on a timely basis, by

reference to the principal outstanding and effective interest rate applicable.

2.5 Financial assets

Shares in affiliated undertakings and investments held as fixed assets are recorded at acquisition cost including the

expenses incidental thereto.

At the end of each accounting period, shares in affiliated undertakings are subject to an impairment review. Where

a permanent diminution in value is identified, this diminution is recorded in the profit and loss account as a value

adjustment.

2.6 Cash at bank and in hand

Cash at bank and in hand comprise cash at banks and on hand and highly liquid deposits with a maturity of three

months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes

in value. It also includes short-term deposits with a maturity greater than three months but less than twelve months.

2.7 Debtors

Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is

compromised. These value adjustments are not continued if the reasons for which the value adjustments were made

have ceased to apply.

2.8 Own shares

Own shares are valued at acquisition cost. These are subject to value adjustments where their recovery is

compromised. These value adjustments are not continued if the reasons for which the value adjustments were made

ceased to apply.

2.9 Warrants

The Company has issued Class A warrants and Class B warrants, which are equity-settled instruments and are

presented as part of Other reserves. When such warrants are expected to be equity-settled, the Company does not

book any provision to cover any surplus of the fair value of those warrants compared to the amounts booked in Other

reserves, as the Company will not suffer any loss in relation to those warrants in the future.

2.10 Prepayments

Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year.

2.11 Provisions

Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous

financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be

incurred or certain to be incurred but uncertain as to their amount or the date they will arise.

139BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Notes to the annual accounts continued

2 Summary of significant accounting policies continued

2.12 Creditors

Creditors are recorded at their reimbursement value. Where the amount repayable of a financial liability is higher

thanthe amount of cash received upfront, the related repayment premium is shown in the balance sheet as an asset

and is amortised over the period of the related debt on a straight-line method.

2.13 Expenses

Expenses are accounted for on an accrual basis.

2.14 Income tax

The Company subject to income taxes in Luxembourg for the period up to 22 April 2022, after which the Company is

subject to taxes in the United Kingdom, from where management of the business is undertaken.

3 Financial assets

Movements in financial assets during the year are as follows:

(in thousands of GBP)

Shares in

affiliated

undertakings

Gross book value

Opening balance at 1 January 2022 249,078

Disposals (249,078)

Additions 893,007

Balance at 31 December 2022 and 31 December 2023

893,007

Accumulated value adjustment

Opening balance at 1 January 2022 (761)

Reversals of value adjustments due to disposal 761

Allocation of value adjustments (528,233)

Balance at 31 December 2022 (528,233)

Allocation of value adjustments (252,724)

Balance at 31 December 2023 (780,957)

Net book value

At 31 December 2022 364,774

At 31 December 2023 112,050

1. There were no additions or disposals in shares in affiliated undertakings during 2023.

Name of undertakings Registered office Ownership % Last balance sheet date

Net equity

at balance

sheet date

(unaudited)

Loss for

the year

(unaudited)

BenevolentAI Limited 4-8 Maple Street, London,

W1T 5HD, United Kingdom

100 31 December 2023 345,458 (5,580)

Value adjustment to financial assets during the year

The investments made in the subsidiary have been assessed for impairment at the year end. Given the fall

inCompany’s share price and the state of the equity market in the biotechnology field, and its impact on BAI’s

corresponding market cap as compared to the prior year reporting date, and Management’s view that the value of

BenevolentAI is largely representative of the Group as a whole, a value adjustment of £252,724 thousands has been

recognised in the Company’s profit and loss account, under value adjustments in respect of financial assets and

ofinvestments held as current assets.

The share price is subject to fluctuations such that, for every €0.01 movement, there is a corresponding £1.1 million

change to the value adjustment.

140 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

4 Investments

Movements in investments in own shares during the year are as follows:

(in thousands of GBP)

Investment in

own shares

£’000

Gross book value

Opening balance at 1 January 2022 —

Additions 207,796

Balance at 31 December 2022 207,796

Disposals (36,795)

Balance at 31 December 2023 171,001

Accumulated value adjustment

Opening balance at 1 January 2022 —

Allocation of value adjustments (129,750)

Balance at 31 December 2022 (129,750)

Allocation of value adjustments

(54,978)

Reversals of value adjustments due to disposal 33,109

Balance at 31 December 2023 (151,619)

Net book value

At 31 December 2022 78,046

At 31 December 2023 19,382

1. For every €0.01 movement, there is a corresponding £0.2 million change to the value adjustment on the remaining own shares.

In the year, the Company undertook a net settlement process for restricted stock units (“RSUs”) vested under the

BenevolentAI Equity Incentive Scheme (“BEIS”). Scheme participants who were affected had their RSUs settled to

them, net of any exercise price and tax payable. A total of 4,451,162 shares were utilised by the beneficiaries of the

BEIS from the 25,137,581 treasury shares held by the Company as an investment in own shares. The utilisation of

treasury shares is reflected as adisposal from the Company’s investment in own shares and comprises a historic book

value of £36,795 thousands; a historic accumulated value adjustment at the date of disposal of £33,109 thousands

(including £10,134 thousands of value adjustment recognised in 2023 before disposal); and, therefore, a net book value

of £3,686thousands. Given the disposal was for nil consideration, a charge equal to this netbook value has been

recognised in the profit and loss account under “Other operating expenses”.

As with the value adjustment to investments made in the subsidiary, the investment in own shares has been assessed

for recoverability. Due to the fall in share price of the Company, a value adjustment of £44,844 thousands has been

recognised in the Company’s profit and loss account for the remaining own shares, under value adjustments in

respect of financial assets and of investments held as current assets.

5 Capital and reserves

Movements during the year are as follows:

(in thousands of GBP)

Subscribed

capital

premium

Legal

reserve

Reserve for

own shares

Other

reserves

Profit

or loss

brought

forward

Profit or

loss for

the year Total

Balance at 31 December 2022 120 1,071,562 — 78,046 1,071 (7,397) (693,614) 449,788

Value adjustment in reserve for

own shares — 54,978 — (54,978) — — — —

Utilisation of treasury shares — 3,686 — (3,686) — — — —

Allocation of previous

year’sresults — — — — — (693,614) 693,614 —

Results for the year — — — — — — (317,528) (317,528)

Balance at 31 December 2023 120 1,130,226 — 19,382 1,071 (701,011) (317,528) 132,260

141BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Notes to the annual accounts continued

5 Capital and reserves continued

5.1 Subscribed capital and share premium

0.001 euros par value

Shares issued and outstanding

Ordinary

Sponsor

Treasury

Total

As at 1 January 2022 30,000,000 7,500,000 — 37,500,000

Redemptions (25,137,581) — 25,137,581 —

Equity Backstop facility 4,000,000 — — 4,000,000

Capital reorganisation 90,012,909 — — 90,012,909

Equity PIPE Financing 13,613,394 — — 13,613,394

Conversion of two-thirds of Sponsor shares 5,000,000 (5,000,000) — —

As at 31 December 2022 117,488,722 2,500,000 25,137,581 145,126,303

Utilisation of treasury shares under net settlement

arrangement 4,451,162 — (4,451,162) —

As at 31 December 2023 121,939,884 2,500,000 20,686,419 145,126,303

1. The unconverted Sponsor shares, and the treasury shares, do not form part of the basic total number of ordinary shares outstanding. The

Sponsor shares derive their economic rights from their conversion to ordinary shares.

The total number of authorised shares is equal to 208,044,124.

5.2 Legal reserve

In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net profits for each

financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve reaches

10% of the subscribed capital. The legal reserve is not available for distribution to the shareholders. The legal reserve

has not yet been formulated as the Company is loss-making since its incorporation. Absent profits, the legal reserve

remains nil.

5.3 Reserve for own shares

The Company previously purchased its own shares as shown in balance sheet as Own shares (see note 4). Accordingly,

the Company has provided a non-distributable reserve in accordance with the Luxembourg law for an amount

equivalent to the acquisition cost, adjusted for any value adjustments thereafter.

5.4 Other reserves (Warrants)

Other reserves refer to the Public warrants and the Sponsor warrants.

Public warrants (Class A)

The Company issued 10,000,000 Public warrants in 2021 with ISIN code LU2355630968. Each Public warrant entitles

its holder to subscribe for one Ordinary share, with a stated exercise price of 11.50 euros (“EUR”), subject to customary

anti-dilution adjustments. Holders of Public warrants can exercise the warrants on a cashless basis unless the

Company elects to require exercise against payment in cash of the exercise price.

Public warrants are exercisable and may only be exercised for a whole number of Ordinary shares. Public warrants

expire in April 2027, or earlier upon redemption or liquidation. The Company may redeem Public warrants upon at

least 30 days’ notice at a redemption price of EUR 0.01 per Public warrant if (i) the closing price of its Ordinary shares

for any 20 out of the 30 consecutive trading days equals or exceeds EUR 18.00 or (ii) the closing price of its Ordinary

shares for any 20 out of the 30 consecutive trading days equals or exceeds EUR 10.00 but is below EUR 18.00, adjusted

for adjustments as described in the section of redemption of warrants in the prospectus, and with the consent of

Odyssey Sponsor Sàrl (the “Sponsor”).

Sponsor warrants (Class B)

The 6,600,000 Sponsor warrants are identical to the Public warrants underlying the Units sold in the private

placement, except that the Sponsor warrants are not redeemable and may always be exercised on a cashless basis

while held by the Sponsor or their permitted transferees. Sponsor warrants were not part of the private placement and

are not listed on a stock exchange.

142 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

6 Cash at bank and in hand

(in thousands of GBP)

31 December

2023

31 December

2022

Cash at bank and in hand

4,597 7,945

Total 4,597 7,945

1. Cash at bank and in hand as at 31 December 2023 includes £3,905 thousands held in short-term deposits (2022: £4,974 thousands), as

described in note 2.6.

7 Creditors

Creditors due and payable within one year are composed of the following:

(in thousands of GBP)

31 December

2023

31 December

2022

Amount owed to affiliated undertakings 4,570 1,752

Trade creditors and accruals 158 384

Other creditors — 12

Total 4,728 2,148

Amounts owed to affiliated undertakings are explored further in note 15.

8 Other external expenses

(in thousands of GBP) 2023 2022

Insurance expense 769 969

Legal fees 266 6,138

Other expenses 94 14

Consulting, advisory, accounting and valuation fees 91 363

Listing and agency fees 50 512

Audit fees 33 265

Bank fees 17 17

Professional fees paid to shareholders — 12,320

Transaction and PIPE-related fees, other than legal — 5,939

Underwriting fees — 4,140

Administrative services with Odyssey Sponsor S.à r.l. — 66

Other professional fees — 23

Notary fees — 13

Total 1,320 30,779

The total audit fees paid are as follows:

(in thousands of GBP) 2023 2022

Statutory audit of the annual accounts 33 42

Audit-related fees

— 223

Total 33 265

1. Audit-related fees, provided by the prior auditor, correspond to non-audit services in relation to the Group’s preparation for listing as part of

theTransaction.

143BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Notes to the annual accounts continued

9 Other operating expenses

(in thousands of GBP) 2023 2022

Miscellaneous operating expenses

8,066 1,100

Directors’ fees 692 444

CSSF fees 70 106

Other operating expenses — 2

Total 8,828 1,652

1. Includes recharged expenses from affiliated undertakings, comprising tax payments facilitated by affiliated undertakings under the 2023

net settlement arrangement; staff time spent on activities related to the Group parent; and, relevant third-party costs passed onto the Group

parent. Also includes the net book value of disposed own shares, as described in note 4.

10 Other interest receivable and similar income

(in thousands of GBP) 2023 2022

Interest income 208 42

Foreign exchange gain 6 1,302

Total 214 1,344

11 Other interest and similar expenses

(in thousands of GBP) 2023 2022

Foreign exchange loss 70 414

Banking interest — 80

Total 70 494

12 Other taxes

(in thousands of GBP) 2023 2022

Net wealth tax 13 9

Stamp duty arising from the Transaction — 3,739

Total 13 3,748

13 Staff numbers and costs

The Company did not employ any staff during the year ended 31 December 2023 or period ended 31 December 2022.

14 Directors’ remuneration

The Company granted emoluments of £658,030 across eight Directors in the year ended 31 December 2023 (22 April

to 31 December 2022: £443,922 across nine Directors).

The Company has no commitments in respect of retirement pensions to members of its Board of Directors during the

year ended 31 December 2023 (2022: none).

The Company did not grant any advances or loans to members of its Board of Directors during the year ended 31

December 2023 or period ended 31 December 2022.

144 BenevolentAI Annual Report 2023

BenevolentAI (Company) Annual Accounts

15 Related party transactions

Transactions with related parties, where they exist, are performed on a commercial basis.

2023

There were no related party transactions in the year ended 31 December 2023, other than in transactions with other

Group companies.

£191 thousands of service fee revenue was charged to other Group companies in 2023 (2022: £122 thousands), in

addition to £4.4 million of service fee charges from other Group companies (2022: £1.1 million).

A net payable of £4.6 million owed to Group companies is outstanding at 31 December 2023 (31 December 2022: £1.8

million). There were no provisions for uncollectible receivables nor bad debts expense recognised in the period in

relation to related parties.

Amounts owed to other Group companies are unsecured, interest free, have no fixed date of repayment but are

repayable on demand.

2022

In 2022, up until the consummation of the Transaction, the Company had been compensating the Sponsor for

administrative and day-to-day support services in an amount of £17 thousands per month.

The Company had also entered into an agreement with Zaoui & Co., an affiliate of the Sponsor, and the Sponsor, as

M&A adviser in connection with the Transaction, whereby Zaoui & Co. provided to the Company (i) consulting and

advisory services such as target screening and financial analysis as may be required by the Company to properly

conduct its business and dedicated employee time, in an amount of £66 thousands per month and, (ii) services in

respect of strategy, tactics, timing and structuring of the Business Combination, which the Company agreed to pay as

a success fee in the form of equity, of £9.6 million upon consummation of the Transaction.

Prior to the Transaction, the Company agreed to pay a deferred underwriting commission of £2.5 million, to Zaoui &

Co. upon consummation of the Transaction.

16 Off-balance sheet commitments and contingent liabilities

BenevolentAI Equity Incentive Scheme (“BEIS”)

The BEIS is in run-off since the consummation of the Transaction, closed to new entrants and with vesting continuing

for awards already granted. There are 10,770,196 awards outstanding as at 31 December 2023, each of which carries a

weighted average exercise price of £0.2. No options have yet been exercised. 4,451,162 RSUs were settled for shares in

the year under a net settlement arrangement, with a further 2,607,989 RSUs withheld, in part for purposes of exercise

price but predominantly equal in value to the £2.1 million payment made to the tax authorities on behalf of the

scheme participants. This is further described in notes 4 and 5.1.

Long-term incentive plan (“LTIP”)

Under the LTIP, RSUs and performance stock units (“PSUs”) are granted to eligible employees and may be subject to

one or more performance conditions.

There are 4,145,853 awards outstanding as at 31 December 2023, each of which carries a nil exercise price. No RSUs or

PSUs were settled in the year.

Once the underlying vesting conditions of the awards are met, pending the Board approval of the Benevolent

portal being opened to facilitate settlement or exercise under either the BEIS or LTIP, holders of the awards undergo

a settlement of their awards for shares in BenevolentAI or become entitled to exercise their options for shares in

BenevolentAI.

Contingent liabilities

There are no contingent liabilities as at 31 December 2023 (2022: none).

17 Subsequent events

On 24 January 2024, BenevolentAI announced the appointment of Dr. Joerg Moeller as CEO and Executive Director

with immediate effect.

145BenevolentAI Annual Report 2023

BenevolentAI (Company)

Annual Accounts

Glossary

AD Atopic dermatitis.

AGM Annual General Meeting.

AI. Artificial intelligence.

ALS Amyotrophic lateral sclerosis.

Articles of

Association

The consolidated Articles of Association of the Company dated 13 October 2022 and as

amended from time to time.

Benevolent Group

or the ‘Group’

BenevolentAI together with its consolidated subsidiaries.

Business

Combination

On 22 April 2022, Odyssey SPAC and BenevolentAI Limited (the former parent company of

theBAI Group before the Business Combination (“Transaction”)), entered into a Business

Combination agreement by way of contribution of all shares in BenevolentAI Limited into

Odyssey SPAC in exchange for the issuance of new ordinary shares. The Transaction was

completed on 22April 2022 and resulted in changing the name of the Group’s new holding

company from Odyssey Acquisition S.A. to BenevolentAI (the “Group”).

CEO Chief Executive Officer.

CFO Chief Financial Officer.

cGMP Current good manufacturing practice.

Chair The Chairperson of the Board.

CKD Chronic kidney disease.

Company BenevolentAI.

CRO Chief Revenue Officer.

CSO Chief Scientific Officer.

CSSF The Commission de Surveillance du Secteur Financier, with registered office at 283, route

d’Arlon, L-1150 Luxembourg, Luxembourg (telephone: +352 26 25 1-1).

CTA Clinical trial applications in the United Kingdom and European Union.

Directors Members of the Board.

DNDi Drugs for Neglected Diseases initiative.

ELT Executive Leadership Team.

ESG Environmental, social and governance.

EU European Union.

Euronext

Amsterdam

The regulated market operated by Euronext Amsterdam N.V.

FDA U.S. Food and Drug Administration.

FTE Full time equivalent.

FX Foreign exchange.

GBM Glioblastoma multiforme.

GMP Good manufacturing practice.

HF Heart failure.

H&S Health and Safety.

IBD Inflammatory bowel disease.

146 BenevolentAI Annual Report 2023

Other information

IFRS International Financial Reporting Standards.

IND Investigational New Drug applications in the United States.

IP Intellectual property.

IPF Idiopathic pulmonary fibrosis.

KPIs Key Performance Indicators.

MHRA UK Medicines and Healthcare products Regulatory Agency.

NLP Natural language processing.

R&D Research and development.

SBP Share based payments.

SLE Systemic lupus erythematosus.

TargetID Target identification.

147BenevolentAI Annual Report 2023

Other information

Shareholder information

Full & short Company name

BenevolentAI

Directors

Dr. François Nader M.D.

Dr. Joerg Moeller (appointed post

period in January 2024)

Dr. Olivier Brandicourt

Mr. Jean Raby

Dr. Susan Liautaud

Prof Sir Nigel Shadbolt

Dr. John Orloff

Mr. Marcello Damiani

Company Secretary

Mr. Will Scrimshaw

Company registered number

R.C.S. Luxembourg: B255412

Place of registration

Luxembourg

Registered office address:

9, rue de Bitbourg, L-273

Luxembourg, Grand Duchy

ofLuxembourg

Postal address

4-8 Maple Street, London W1T 5HD,

United Kingdom

Head office

4-8 Maple Street

London W1T 5HD

United Kingdom

Independent Auditor

PwC Société coopérative

2, rue Gerhard Mercator

B.P. 1443 L-1014

Luxembourg

External legal advisers

Elvinger Hoss Prussen

2, place Winston Churchill

L-1340 Luxembourg

Listing Agent and

IssuerServices

ABN Amro

Gustav Mahlerlaan 10

P.O. Box 283

1000 EA Amsterdam

The Netherlands

Email address

investors@benevolent.ai

press@benevolent.ai

Contact via

non-electronicmeans

London: +44(0)20 3781 9360

New York: +1 (929) 295-6550

Cambridge: +44 (0)1223 497 300

Forward-looking statement

This Annual Report and Accounts contains forward-looking statements. Forward-looking statements are statements that are not historical facts

and may be identified by words such as “plans”, “targets”, “aims”, “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “should”

and similar expressions. Forward-looking statements include statements regarding objectives, goals, strategies, outlook and growth prospects;

future plans, events or performance and potential for future growth; economic outlook and industry trends; developments in BenevolentAI’s

markets; the impact of regulatory initiatives; and/or the strength of BenevolentAI’s competitors. These forward-looking statements reflect,

at the time made, BenevolentAI’s beliefs, intentions and current targets/aims. Forward-looking statements involve risks and uncertainties

because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this

Annual Report and Accounts are based upon various assumptions based on, without limitation, management’s examination of historical

operating trends, data contained in BenevolentAI’s records, and third-party data. Although BenevolentAI believes these assumptions were

reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and

other important factors which are difficult or impossible to predict and are beyond BenevolentAI’s control. Forward-looking statements are not

guarantees of future performance, and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes

and the results of operations, financial condition and liquidity of BenevolentAI or the industry to differ materially from those results expressed

orimplied by such forward-looking statements. The forward-looking statements speak only as of the date of this release. No representation

orwarranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved.

148 BenevolentAI Annual Report 2023

Other information

BenevolentAI’s commitment to environmental issues is reflected in

this Annual Report, which has been printed on UPM Finesse Silk, an

FSC

certified material. This document was printed by Opal X using

its environmental print technology, which minimises the impact of

printing on the environment, with 99% of dry waste diverted from

landfill. Both the printer and the paper mill are registered to ISO 14001.

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BenevolentAI Annual Report 2023