| 1 |
As a special resolution: To approve and authorize (a) the execution, delivery and performance by Theravance Biopharma, Inc. (the "Company) of the Agreement and Plan of Merger, including the disclosure letters thereto (as may be amended, supplemented and restated from time to time, the "Merger Agreement"), dated as of June 28, 2026, by and among the Company, Zymeworks Inc., a Delaware corporation ("Parent"), and Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), a copy of which is included as Annex A to the accompanying proxy statement, pursuant to which, in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the "Surviving Company") and becoming a wholly owned subsidiary of Parent (the "Merger"). |
✓ For(83.646)
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| 2 |
As an ordinary resolution: To approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the accompanying proxy statement captioned “The Merger Interests of the Company's Directors and Executive Officers in the Merger - Potential Payments to Executive Officers upon Termination in Connection with with a Change in Control,” including the table under the section of the accompanying proxy statement captioned "Golden Parachute Compensation." |
✓ For(83.646)
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| 3 |
As an ordinary resolution: To approve the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the Chairperson of the Extraordinary General Meeting if necessary (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes to approve the Merger Proposal, (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement is provided to the Company's shareholders, (c) if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (d) if required by law. |
✓ For(83.646)
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rebel Financial
