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ANNUAL REPORT 2022
Complex biology, unlocked
We unite AI and cutting-edge
science to discover and develop
new medicines for complex diseases.
Through the combined capabilities of our AI platform, scientific
expertise and wet-lab facilities, BenevolentAI is well-positioned
to deliver novel drug candidates with a higher probability of
clinical success than those developed using traditional methods.
To view our new site visit:
www.benevolent.com
Contents
Strategic report
1 Highlights
2 At a glance
6 Chair’s statement
10 CEO’s statement
12 Operational review
15 Market opportunity
18 Business model
20 Strategy
22 KPIs
24 Stakeholder engagement
26 Sustainability
39 Financial review
42 Risks
Governance
46 Board of Directors
48 Executive
LeadershipTeam
50 Corporate governance
statement
56 Audit, Finance and
RiskCommittee report
59 Nomination
andGovernance
Committeereport
61 Research and
Development
Committee report
63 Remuneration
Committee report
74 Responsibility statement
by the Board of Directors
Financial statements
75 Independent
auditor’sreport
79 Consolidated statement
of comprehensive income
80 Consolidated statement
of financial position
81 Consolidated statement
of changes in equity
82 Consolidated statement
of cash flows
83 Notes to the
financialstatements
BenevolentAI (Company)
Annual Accounts
112 Management report
114 Responsibility statement
by the Board of Directors
115 Independent
auditor’sreport
119 Balance sheet
120 Profit and loss account
121 Notes to the
annualaccounts
Other information
133 Glossary
135 Shareholder information
Consolidated Management Report
The Consolidated Management Report for the Group
includes the Strategic report and Governance section.
Highlights
1BenevolentAI Annual Report 2022
Strategic report
Financial highlights
Operational highlights (including post-period)
Revenue
£10.6m
(2021: £4.6 million) driven by extended
AstraZeneca collaboration
Drug Discovery R&D
expenditure (excl. SBP)
£43.2m
(2021: £27.1 million) reflecting continued
investment in pipeline and Phase I/II
activities on BEN-2293
Cash, cash equivalents
andshort term deposits
£130.2m
(2021: £40.6 million)
Completed Business Combination
andlisting onEuronext Amsterdam
inApril 2022 raising £186.8million
(€225 million) gross proceeds
Normalised operating loss
£94.6m
(2021: £107.7 million) in line
withinternal expectations
Reported operating loss
£197.0m
(2021: £121.3 million)
Delivered performance enhancements across
the Benevolent Platform™
• Introduced the next generation Knowledge Graph,
powered by higher-quality natural language processing
(NLP) to enable more advanced predictions
• Expanded Target ID tools to discover targets best
prosecuted via alternative modalities
• Substantially improved our ML models; introduced a
Large Language Model trained on scientific literature
topredict novel therapeutic drug targets
• Launched a product for target progressibility assessments,
enhancing R&D decisions across factors like druggability,
selectivity and competitor and patent landscapes
Achieved sustained progress in our platform-
generated clinical and pre-clinical pipeline
BEN-2293
• A topical best-in-class PanTrk inhibitor in development
to relieve inflammation and rapidly resolve the itch in
patients with atopic dermatitis (AD)
• Completed a Phase IIa study and expect top-line data
in Q1 2023
BEN-8744
• An oral peripherally-restricted small molecule PDE10
inhibitor under development as a first-in-class
treatment for ulcerative colitis (UC) and with potential
for other indications within inflammatory bowel disease
• Submitted a Clinical Trial Application (CTA) to the UK
Medicines and Healthcare Products Regulatory Agency
(MHRA) in December 2022, and expect to initiate a
Phase I clinical trial in H1 2023
BEN-28010
• An orally administered asset under development as
abest-in-class treatment for glioblastoma
multiforme (GBM)
• Declared as a clinical candidate in July 2022, with
preparation for IND-enabling studies ongoing
• Subject to positive data, the asset will be ready for
PhaseIstudies in 2024
Grew our pre-clinical pipeline
• Transitioned three assets into lead optimisation
• Generated four new drug programmes using the
Benevolent Platform™
Delivered strong performance in commercial
Target ID collaboration with AstraZeneca
• Delivered three additional novel targets discovered
using the Benevolent Platform™ to AstraZeneca’s
drugdiscovery portfolio
• A total of five novel targets, two for chronic kidney
disease (CKD) and three for idiopathic pulmonary
fibrosis (IPF), have now validated and selected for
portfolio-entry by AstraZeneca
• Each novel target selected by AstraZeneca has the
potential to generate significant milestones and
royalties for BenevolentAI
• In January 2022, the collaboration was extended for
afurther three years to include heart failure (HF) and
systemic lupus erythematosus (SLE)
Achieved full FDA approval for baricitinib in
May2022. BenevolentAI scientists first
identified baricitinib as a COVID-19 treatment
using the Benevolent Platform™ in January
2020
Initiated a non-commercial collaboration with
Drugs for Neglected Disease initiative (DNDi)
and with Stanford University-based Helix Group
Made new appointments to strengthen
theexperience on BenevolentAI’s Board
• See page 60
BenevolentAI is the post closing name of Odyssey Acquisition S.A.,
being the Parent entity of the BenevolentAI Group.
2 BenevolentAI Annual Report 2022
Strategic report
At a glance
Comprehensive data foundations
We integrate data from across domains and data
types, including ‘omics, molecules, experiments,
literature, pathology and biological systems, to
provide a holistic view of biology.
Hypothesis-driven
Scientists use our tools to navigatedisease
networks to gain acomprehensive understanding
of biological effects, refine hypotheses and
predict high-confidence targets.
The Benevolent Platform™
What we do
We have built our AI-enabled drug discovery engine, the Benevolent Platform™, to drive
a revolution in drug discovery – from target identification through to clinical development.
Scientists use the Benevolent Platform™ to unravel complex disease mechanisms,
make high-confidence decisions and accelerate their research. We believe this
approach will improve the probability of clinical success, and help us deliver
life-changing treatments to patients – because it matters.
Complex biology, unlocked
TARGET PREDICTIONS
DATA FOUNDATIONS
TARGET IDENTIFICATION
DISEASE EXPLORATION
TRANSCRIPTOMICS
MODELS
DATA QUERIES
LARGE LANGUAGE
MODEL
GRAPH MODELS
GENETIC & GENOMIC
MODELS
33+
ENTITY
TYPES
TARGET VALIDATION
Portfolio
Entry
TARGET ASSESSMENT
SELECTIVITY
TRACTABILITY
Target
Endpoint:
What we will
measure
Mechanism
Sign
Cell type
Can we treat ALS by
reversing Autophagy
impairment in microglia by
reducing oxidative stress?
85+ DATA SOURCES
PATIENT DATA
STRUCTURED DATA
LITERATURE
Small
Molecule
Alternative
Modalities
PATENT
LANDSCAPE
NOVELTY
3BenevolentAI Annual Report 2022
Strategic report
Biology first
Our technology empowers scientists to
access an ever-expanding data landscape
andmap the underlying biology of complex
multifactorial diseases in unprecedented detail.
15
named Platform-generated
drugprogrammes
3
assets in pre-IND
1
asset in Phase II
10+
exploratory stage programmes
5
novel targets selected for
AstraZeneca’sportfolio
Regulatory validation
FDA
approval of COVID-19 treatment
identified by BenevolentAI
Scientific validation Commercial validation
TARGET PREDICTIONS
DATA FOUNDATIONS
TARGET IDENTIFICATION
DISEASE EXPLORATION
TRANSCRIPTOMICS
MODELS
DATA QUERIES
LARGE LANGUAGE
MODEL
GRAPH MODELS
GENETIC & GENOMIC
MODELS
33+
ENTITY
TYPES
TARGET VALIDATION
Portfolio
Entry
TARGET ASSESSMENT
SELECTIVITY
TRACTABILITY
Target
Endpoint:
What we will
measure
Mechanism
Sign
Cell type
Can we treat ALS by
reversing Autophagy
impairment in microglia by
reducing oxidative stress?
85+ DATA SOURCES
PATIENT DATA
STRUCTURED DATA
LITERATURE
Small
Molecule
Alternative
Modalities
PATENT
LANDSCAPE
NOVELTY
4 BenevolentAI Annual Report 2022
Strategic report
4 BenevolentAI Annual Report 2022
Strategic report
At a glance continued
Advanced in-house laboratory
capabilities move programmes faster
• Cutting-edge technologies including in vitro / in vivo
biology, chemistry, CMC and DMPK with in-house
investment in CRISPR, RNA seq and human iPSC.
• Work progresses rapidly from in silico to in vitro
experimental tests.
• The more we do, the more we learn; experimental
insights enrich our Knowledge Graph and enhance
future target predictions.
Proven to enhance drug discovery
Disease agnostic
We can work on any therapeutic
areadue to the breadth and diversity
of our data foundations.
Modality agnostic
The Benevolent Platform™
canbeapplied to antibodyand
biologic targets, in addition to
smallmoleculetargets.
Potential to increase
probability of success
By building higher confidence
hypotheses in the earliest stages
ofdrug discovery, we aim to reduce
costlyfailures down the line.
Built for scale
Our scalable and versatile
platformcan support multiple
in-house drug programmes and
commercial collaborations.
Accelerates discovery
By combining our AI platform,
scientific expertise and wet-lab
facilities, we accelerate discovery
andreduce discovery and
development timelines.
Identifies novel targets
Our predictive tools can surface
targets that have never been
considered for a disease before.
Integrated team
We “build tech in the service of science”
48++37++15++I
48% Drug Discovery
37% Technology
15% Business Operations
350+
world-class scientists
and technologists
5BenevolentAI Annual Report 2022
Strategic report
Read more about our
collaborations on page 14
Collaborations
Our successful multi-year target ID collaboration
withAstraZeneca has delivered multiple novel targets
forcomplex diseases with high unmet needs.
Target ID Chemistry
andlead
optimisation
Preclinical Phase I Phase II
Substantial pipeline entirely generated by the Benevolent Platform™
Highlights
• Focus on complex multifactorial diseases.
• Broad therapy area coverage enabled
bydisease-agnostic platform, with
futureinvestment to focus onthree
therapeutic indications.
• Balance of risk between “best-in-class”
and“first-in-class” drug candidates.
• Potential for rapid scaling and expansion
into newmodalities.
27.01.2021
15.12.2021
17.05.2022
06.10.2022
06.10.2022
Inflammation
Chronic Kidney Disease
Idiopathic Pulmonary Fibrosis
BEN-2293 | Atopic Dermatitis
BEN-8744 | Ulcerative Colitis
BEN-28010 | Glioblastoma Multiforme
BEN-9160 | Amyotrophic Lateral Sclerosis
Inflammatory Bowel Disease
Amyotrophic Lateral Sclerosis
Antiviral
Oncology
Oncology
Parkinson’s Disease
Nonalcoholic Steatohepatitis (NASH)
Oncology
Parkinson’s Disease
Fibrosis
Idiopathic Pulmonary Fibrosis
Idiopathic Pulmonary Fibrosis
Chronic Kidney Disease
+10 Exploratory stage programmes
Strategic report
6 BenevolentAI Annual Report 2022
Dear shareholders
2022 will be remembered as a year of progress and growth
for BenevolentAI. It was the year that the Company began
its life as a public company and advanced plans to scale
our innovative R&D platform at pace.
At BenevolentAI, our mission is to unite AI and cutting-edge
science to discover and develop new medicines for complex
diseases. With the power of our leading AI-drug discovery
platform and the deep expertise of our team, we are on
our way to achieving this opportunity.
Looking back over the past year, we saw our strategy in
action. We have delivered milestones across our in-house
pipeline, strengthened our partnerships andtaken
important steps to cement our position as a leading
AIdrug discovery company.
In April, we completed the Business Combination with
Odyssey Acquisition S.A and listed on Euronext Amsterdam,
which raised €225 million (£186.8 million) in gross proceeds.
This was a landmark moment for BenevolentAI that has
taken our business to the next level.
We are on a firm financial footing and well-positioned to
progress our pipeline of drug programmes, drive further
innovation and deliver value for all of our shareholders.
This is a testament to the hard work and dedication of the
BenevolentAI’s employees led by our CEO Joanna Shields
and the support of our long-term and new shareholders.
Investing in our people and culture
BenevolentAI brings together a unique cross-section
ofscience and technology in a shared mission. Our teams
work to create a culture of innovation and creativity, and
ensure it continues to ignite our imagination and inspire
our approach.
Our people are at the heart of our success and we are
committed to supporting, attracting and retaining top
talent. In 2022, BenevolentAI expanded the expertise of
its world-class team, with key senior hires in our AI and
Product functions, in addition to recruiting top scientists to
collectively strengthen our drug development capabilities.
Looking ahead, our recruitment will focus on enhancing
our clinical capabilities, which is essential if we are to
develop and deliver more effective medicines for patients.
We also made a recent appointment of a new Chief People
Officer, Anna Fullerton-Batten, to further nurture and
evolve our unique culture so we can continue matching the
best technology with the best talent in the sector.
2022 was a year of progress
andgrowth
This past year we proved
that we have the talent,
technology and scientific
capabilities to succeed.
Dr. François Nader
Chair
Chair’s statement
7BenevolentAI Annual Report 2022
Strategic report
Board changes
We made key Non-Executive appointments to our Board.
In April, we welcomed Dr. Oliver Brandicourt, former CEO
of Sanofi and Jean Raby, Partner at Astorg, as a part of the
Business Combination with Odyssey. Global ethics and
governance expert, Dr.Susan Liautaud, joined the Board
in June. The breadth and depth of the expertise of these
new Board members will be fundamental to the pursuit
of our value-creation strategy.
Kenneth Mulvany and Michael Brennan, two of the
Company’s co-founders, stepped off from their positions
as Non-Executive Directors with effect from 30June and
30 September respectively, and along with the rest of the
Board I would like to thank them for their significant
contributions to the business.
Strengthened our corporate governance
Our Board remains committed to the principles of good
corporate governance. To prepare for completing the
Business Combination, the Company conducted a detailed
analysis of a series of possible options for adhering to a
formal and robust governance framework that was most
appropriate now that BenevolentAI is a Luxembourg
company traded on Euronext Amsterdam.
From the point of completing the Business Combination,
and on an ongoing basis, the corporate governance rules of
the Company have been based on applicable Luxembourg
laws, the Company’s Articles of Association, and its internal
regulations - in particular the Board Rules. The Company
has now also formally adopted the UK QCA Code, and
more detail can be found under the “Corporate Governance
Framework” heading on page 51 of the Annual Report.
To this effect, post year-end, the Board appointed Jean Raby
to an additional new role as Senior independent NED and
Dr John Orloff to an additional role as Workforce NED.
These two new appointments further strengthen the
Board’s focus as it continues to build out its governance
frameworks over 2023.
Building a healthier, more sustainable future
Our purpose has always centred on having a positive
impact on society, by bringing life-changing medicines
topatients.
In pursuit of this purpose, it is important that we are
setting an example as a Company, and we recognise
theneed to develop and implement a broader set of
sustainability and social impact initiatives. This year we
took the first step in our commitment to weaving
environmental, social and governance (ESG) stewardship
into the fabric of our mission and began the process
offormally mapping and measuring the impact of our
business and platform on our people, patients, partners
and planet. Dr Susan Liautaud will oversee the delivery
ofour ESG strategy within our sustainability framework.
Strategic priorities
The global circumstances of the past year - the economic
impact of the war in Ukraine and the aftershocks of the
pandemic - have challenged our sector. However, with
the hard work of our team and our strategy in action,
Ibelieve we can look to the future with confidence.
The next chapter for BenevolentAI is a compelling one,
aswe look to strengthen our position within the AI-driven
drug discovery sector. BenevolentAI’s aim is to create
technology to drive a revolution in drug discovery and
develop new medicines for patients with a higher probability
of clinical success. To achieve this, we are committed to
advancing the Benevolent Platform™, and will continue
to prove its value by advancing our clinical and preclinical
pipeline, and out-licensing key assets in non-core indications.
Our ecosystem of partners has been fundamental in
expanding the reach of our technology, and moving
forward we will continue targeting new collaborations
inaddition to the collaboration we currently have
withAstraZeneca.
8 BenevolentAI Annual Report 2022
Strategic report
8 BenevolentAI Annual Report 2022
Strategic report
Strategic priorities continued
We will continue to maintain a sustainable financial
position, reviewing and refining our spend profile and
focusing on our strategic priorities. Allof this work is
underpinned by our people, and we will continue
evolving our culture to ensure our people can perform
attheir best and are fully connected to our purpose.
The Board expects 2023 to be a year of continued
evolution for BenevolentAI. Notable value inflection
points include expected topline BEN-2293 post-Phase IIa
data in atopic dermatitis, commencing the Phase I study
for BEN-8744 in ulcerative colitis, and executing our
strategic objective of delivering one to twoCTA or
IND-stage drug candidates. We also continue to seek
mutually-beneficial collaborations.
It is a privilege to Chair a Company that has such an
unwavering commitment to growing, partnering and
innovating. This past year we proved that we have the
talent, technology and scientific capabilities to succeed
and I thank you, shareholders, for your continued
investment and belief in our mission.
Dr. François Nader
Chair
20 March 2023
Chair’s statement continued
9BenevolentAI Annual Report 2022
Strategic report
10 BenevolentAI Annual Report 2022
Strategic report
CEO’s statement
Dear shareholders
I joined BenevolentAI as Chief Executive Officer nearly five
years ago with a mission to align emerging technologies
with science in a bold new way. Today, our ground-breaking
AI platform is helping to drive a transformation in
drugdiscovery by empowering scientists to uncover
novel targets across many therapeutic areasfor
differentmodalities.
Our progress in 2022 has solidified our leadership in
thesector as we continued to advance our in-house
pipeline and enhance our AI drug discovery platform,
theBenevolent Platform™. Commercially, we delivered
solid performance in our highly productive collaboration
with AstraZeneca, an important revenue driver for
theCompany, which provides strong scientific and
commercial validation of our approach. During the
period, AstraZeneca selected three additional novel
targets for its portfolio, bringing the total to five novel
targets selected to date, and extended the collaboration
agreement for a further three years and in two new
disease areas. This expansion of our collaboration led
toasignificant cash investment by AstraZeneca into
thebusiness as part of the Business Combination.
Discovery and development portfolio
At BenevolentAI, our AI platform enables scientists to
unravel the biological mechanisms underlying complex
multifactorial diseases. Using our platform, we have
generated a portfolio of 15 named drug programmes and
more than ten exploratory programmes, representing a
healthy balance of potentially first-in-class and best-in-class
assets. This includes BEN-2293, which we are currently
progressing through a Phase Ib/IIa clinical study as a
treatment for mild and moderate atopic dermatitis, with
results expected in the first quarter of 2023. We filed a
clinical trial application (CTA) in 2022 for our next most
advanced programme, BEN-8744, for ulcerative colitis,
with the objective to complete the Phase I clinical study
by H1 2024 before initiating a Phase II study. Whilst the
Benevolent Platform™ is disease agnostic, with the
unique ability to rapidly identify novel targets in any
disease area, going forward, we will focus our internal
development pipeline on three core strategic areas:
immunology, neurology and oncology, as announced
inSeptember 2022. We look to co-develop or out-license
the programmes that are outside these therapy areas.
Product and technology
Throughout the year, we delivered performance
enhancements to our world-leading AI drug discovery
platform. We enhanced our data foundations by launching
our next-generation Knowledge Graph, which is powered
by advanced natural language processing (NLP)
toenable more precise target predictions. We also
substantially improved our suite of target identification
tools, allowing scientists to discover targets best prosecuted
Our progress in 2022 solidified
ourleadership in the sector
Providing a solid foundation
to fulfil our mission of
delivering life-changing
medicines to patients.
Joanna Shields
Chief Executive Officer
11BenevolentAI Annual Report 2022
Strategic report
via alternative modalities, and introduced sophisticated
large language models (LLM) to predict novel therapeutic
drug targets from scientific literature. Finally, we improved
R&D decisions by launching a powerful new tool that enables
scientists to make target progressibility assessments based
on factors like druggability, selectivity and competitor and
patent landscapes.
These improvements to our transformative, scalable
technology infrastructure have played a pivotal role in
delivering on key milestones in 2022 through our in-house
pipeline and our successful collaboration with AstraZeneca.
Nurturing continuous innovation
Innovation is at the centre of everything we do, and 2022
reinforced our commitment to creating the conditions
for innovation to flourish at BenevolentAI. Building on the
legacy of our monthly ‘Challenge Days’ – set up during
the pandemic – we brought our entire team together for
Innovation Week 2022 hosted at our London headquarters
for an intensive five days of cross-functional collaboration,
which resulted in significant product enhancements, new
development projects and enriched team cohesion.
Our collaborations with academic innovators further
multiply our opportunities for impact. In the first half
of2022, we initiated phase two of our AI research
partnership with the Stanford University-based Helix
Group, which focuses on discovering more effective
methods to extract knowledge from biological and
clinical information. Our innovation pipeline feeds
intoour intellectual property portfolio, including 91
tech-related patent applications and 122 drug discovery
patent applications, representing an important strategic
asset for BenevolentAI.
Impact
BenevolentAI is a purposeful company, and we believe it
is important to amplify the impact of our platform and
put our technology to good use for wider societal benefit.
While our core strategy is to discover novel targets and
develop better treatments through our in-house pipeline
and partnerships, our non-commercial deployments
complement this core mission in the interest of the
global good. One of the most visible applications of our
approach was in support of the global campaign against
COVID-19. This year we received further validation of the
results of AI-enabled research, Baricitinib, the drug
identified by BenevolentAI as a treatment for COVID-19
inJanuary 2020, was fully approved by the US Food
andDrug Administration (FDA). Baricitinib has been a
mainstay of treatment in hospitals globally since being
approved for emergency use by the FDA in November
2020, and its success in saving the lives of critically ill
COVID-19 patients is a testament to the power of our
platform and its potential to enhance and accelerate
life-saving research.
Further underscoring our commitment to using our
platform for broader societal benefit, we signed a new
not-for-profit partnership with the Drugs for Neglected
Diseases initiative (DNDi) in 2022. The partnership aims
toidentify targets and approved drugs that could be
used to treat dengue fever, a climate-sensitive neglected
disease representing one of the top ten threats to global
public health worldwide.
Outlook
Completing our Business Combination and successfully
listing on Euronext Amsterdam in April 2022 was a
testament to the strength of our business and growth
story. As a result, we closed 2022 in a strong financial
position, with a cash runway to Q4 2024 and sufficient
capital to support our pipeline and strategy to drive
long-term value creation.
We have several value inflection points both in the near
and medium term. We expect top-line results of the
Phase IIa clinical study for BEN-2293 in Q1 2023, and
subject to results we will focus on out-licensing of BEN-2293,
for atopic dermatitis post-Phase IIa data and initiate a
Phase I study for BEN-8744 for ulcerative colitis in H1
2023. We also plan on delivering one to two CTA or
IND-stage drug candidates. We expect to commence
IND-enabling studies for at least one additional asset
whilst transitioning three projects into lead optimisation,
initiating four new drug discovery programmes, We also
aim at signing an additional collaboration in the year
ahead.
2023 has the potential to be a breakthrough year for
BenevolentAI. With the world’s attention on AI applications
that deliver real- world impact, we are strongly positioned
to capitalise on this moment. With our substantial
portfolio of platform-generated drugs, our work with big
pharma and research collaborators, and our continued
investment in state-of-the-art technology, we are showing
every day how AI can be used to unlock the next wave of
biopharma innovation.
We believe our leading platform will empower scientists
to uncover novel treatments faster and with a higher
probability of clinical success. Ultimately, our ambition
isto facilitate the scaled development of new, more
effective treatments for the patients who need them.
Iam confident in our ability to deliver on this mission.
Joanna Shields
Chief Executive Officer
20 March 2023
12 BenevolentAI Annual Report 2022
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12 BenevolentAI Annual Report 2022
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What we do
AI-enabled drug discovery
BenevolentAI’s goal is to create technology to drive a
revolution in drug discovery. We believe that our scalable
Benevolent Platform™ will transform the world’s
understanding of disease biology and help scientists
uncover novel treatment approaches faster, and with
ahigher probability of clinical success.
The Benevolent Platform™ enables scientists to
navigatean ever-expanding data landscape to map
complex multifactorial diseases in unprecedented detail.
Our AI tools generate valuable insights from this data,
empowering scientists to formulate new hypotheses and
rapidly discover high-quality drug targets based on a
better understanding of disease.
We build technology in the service of science
We use AI to augment human intelligence. We design
our technology to enable scientists to better understand
the development of disease mechanisms, discover novel
drug targets and make decisions with greater
confidence. Combined, we believe this approach will
measurably improve the success rate of our portfolio, and
help us deliver treatments to the patients who need
them – because it matters.
Partners
We work with leading biopharma companies
We partner with pharmaceutical and biotech companies
to discover novel treatments using our the Benevolent
Platform™, which can uniquely find targets for any
disease and drug modality.
Operational review
Impact
Robust drug pipeline entirely generated by the
Benevolent Platform™
• In 2022, we deepened our in-house pipeline of
platform-generated drug programmes, ending the year
with 15 named drug programmes and ten exploratory
stage programmes. Our pipeline spans from target
discovery through to Phase IIa, with a healthy balance
of best-in-class and first-in-class programmes.
Successful ongoing collaboration with AstraZeneca
• We consistently delivered results in our collaboration
with AstraZeneca, who selected three additional novel
targets to enter their portfolio in 2022, bringing the
total to five novel targets selected in the collaboration
to date. In January 2022, AstraZeneca extended the
collaboration agreement for a further three years into
two new disease areas, leading to a significant cash
investment as part of the Business Combination.
Life-saving COVID-19 research
• In May 2022, baricitinib, the drug discovered by
BenevolentAI as a potential COVID-19 treatment,
wasfully approved by the US FDA to treat COVID-19.
BenevolentAI scientists used our AI tools to identify
baricitinib in just 48 hours in early 2020, and the drug
was later shown to reduce deaths by 38% in
hospitalised patients.
Our strategy for long-term impact
• This year we took the first step in our commitment to
weaving environmental, social and governance (ESG)
stewardship into the fabric of our mission, and began
the process of formally mapping and measuring the
impact of our business and platform on our people,
patients, partners and planet.
Progress sustained delivery
across 2022
The following highlights the progress across our lead in-house clinical and
pre-clinical pipeline assets and the continuous enhancement of the
Benevolent Platform™.
13BenevolentAI Annual Report 2022
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BEN-2293 – a topical best-in-class PanTrk inhibitor
indevelopment to relieve inflammation and rapidly
resolve itch in patients with atopic dermatitis (AD):
Phase IIa top-line data expected in Q1 2023
BEN-2293 is our drug candidate that is being explored
asa treatment for mild and moderate atopic dermatitis,
with the potential to be explored within severe atopic
dermatitis. The molecule is an inhibitor of three tropomyosin
receptor kinases (Trk), TrkA, TrkB and TrkC.
Atopic dermatitis is the most prevalent chronic inflammatory
skin condition, with around 70% of patients presenting
inthe mild-moderate disease category. The addressable
market for atopic dermatitis is forecast to exceed
$16.7billion in the seven major markets by 2030.
(1)
We have now completed the second part of a Phase Ib/IIa
double-blind, placebo-controlled, first-in-human, two-part
clinical study to investigate the safety, tolerability, PKand
efficacy of repeat topical dosing of BEN-2293 in 90 patients
with mild to moderate AD. The Phase Ib portion of the
study in 32 patients was successfully completed in
December 2021. The Phase IIa portion in 90patients
completed at the end of 2022 with data expected in
Q12023. Efficacy measures incorporated in the study
included changes to the eczema area severity index
(EASI) and affected body surface area (BSA), a validated
investigator global assessment (vIGA-AD), anNRS itch
scale, time to itch reduction and quality
oflifequestionnaires.
The Benevolent Platform™ identified the role of the Trk
receptors as mediators of both itch and inflammation in
atopic dermatitis. Applying expertise in molecular design,
we were able to design potent and selective inhibitors
specifically of the three Trk receptors with high selectivity.
We believe that BEN-2293 has the potential to demonstrate
efficacy against both itch and inflammation with fewer
side effects than steroid creams and various inhibitor
treatments that are currently the dominant forms of
treatment for this chronic condition.
Subject to the Phase IIa BEN-2293 results it is our
intention to out-license this asset with apharmaceutical
company that has a focus on dermatology for continued
clinical development and, ifapproved, commercialisation.
BenevolentAI has filed for formulation and composition
of matter patents covering BEN-2293.
1. Source: GlobalData Atopic Dermatitis: Global Drug Forecast and
Market Analysis to 2030, 31 March 2022.
BEN-8744 is our orally administered, peripherally
restricted small molecule PDE10 inhibitor under
development as a first-in-class treatment for ulcerative
colitis (UC) and with potential for other indications
within inflammatory bowel disease
UC is a chronic disease that causes inflammation and
ulceration of the inner lining of the colon and rectum,
butthe exact cause of UC is unknown. UC affects 0.4%
ofthe US population, and 31% of patients have
moderate-to-severe disease.
We submitted a Clinical Trial Application (CTA) to the UK
Medicines and Healthcare Products Regulatory Agency
(MHRA) in December 2022, and expect to initiate a Phase
I clinical trial in H1 2023.
BEN-8744 is differentiated by its novel mechanism of
action, with no known research linking it with the disease,
and there is an opportunity to further differentiate
BEN-8744 based on safety and efficacy.
PDE10 reduces intracellular levels of the signalling
molecule cGMP. Restoration of cGMP levels by PDE10
inhibition is anticipated to have a direct anti-inflammatory
and disease-modifying benefit.
BenevolentAI will look to demonstrate that BEN-8744
iseffective in treating moderate-to-severe cases of UC
and with fewer side effects than the anti-TNF and JAK
inhibitors that are currently the dominant form of
treatment for this disease.
BenevolentAI has filed for second medical use and
composition of matter patents in respect of BEN-8744.
BEN-28010 is an orally administered asset under
development as a best-in-class treatment for
glioblastoma multiforme
This asset was declared a clinical candidate in July 2022,
and preparation for IND-enabling studies is ongoing.
Subject to positive data, the asset will then be ready
forPhase I studies in 2024.
BenevolentAI has filed a number of patents covering
BEN-28010.
Achieved sustained progress in our platform-generated clinical and pre-clinical pipeline
14 BenevolentAI Annual Report 2022
Strategic report
Grew our pre-clinical pipeline
We continued to see strong progress a cross the rest
ofthe pipeline , with three assets progressing into lead
optimisation stage during the period. We also started
four new drug programmes in 2022 and with all targets
generated from the Benevolent Platform™.
Delivered performance enhancements across
the Benevolent Platform™
The Benevolent Platform™ is a flexible and scalable
AI-enabled drug discovery engine that enables scientists to
formulate new hypotheses and rapidly discover high-quality
drug targets based on a better understanding of disease.
The platform runs repeatable, reproducible processes at
scale and continuously learns from insights generated
from experimental data generated from the Company’s
wet-lab facilities and AI models in order to improve target
predictions. This continuous learning loop enables the
Company to further enhance target identification and
accelerate end-to-end drug discovery.
Our Knowledge Graph serves as a data engine for The
Benevolent Platform™. The graph charts the relationships
between biological entities such as genes, proteins,
diseases and compounds, by drawing on over 85 diverse
data sources, including ‘omics, molecules, experimental
data, literature, pathology and biological systems. Using
techniques such as natural language processing (NLP),
our AI and machine learning algorithms generate new
knowledge and proprietary insights; either by linking
things out there that have not been linked before, or
inferring things that should be true, but haven’t been
found yet.
In 2022, we continued to grow and enrich our data
foundations with new and generated insights by
increasing the quantity of patient-level data (‘omics) and
enhancing our NLP recall. This led to an increase of over
250% in relationship volume in the Knowledge Graph
from June 2021 to August 2022, although we expect this
growth rate to moderate in future years. The Knowledge
Graph continues to evolve, and we launched the next
generation of the Knowledge Graph (KG 2.0) during
theperiod to enhance the recall of facts from scientific
literature, supporting more nuance and specificity in
ourbiological relationships.
We also improved our AI tools for scientists and predictive
algorithms. We completed extensions and enhancements
to our existing suite of tools to allow for novel targets
bestprosecuted by alternative modalities, for example,
monoclonal antibodies. We also integrated sophisticated
large language model (LLM) approaches into our tech
stack, which have been purpose-built to predict drug
targets and augment critical R&D decisions.
Delivered strong performance in commercial
Target ID collaboration with AstraZeneca
• Three additional targets discovered using the
Benevolent Platform™ have been selected to enter
AstraZeneca’s drug discovery portfolio.
• Collaboration initiated in 2019 for two indications:
chronic kidney disease (CKD) and idiopathic pulmonary
fibrosis (IPF) with one target selected and validated in
house by AZ for each indication in 2021.
• A three-year collaboration extension announced in
January 2022, adding two new disease areas: systemic
lupus erythematosus (SLE) and heart failure (HF).
• Second novel target selected for IPF in May, and
twoadditional targets for CKD and IPF selected in
October 2022 bringing the total to five.
• Collaboration provided upfront license fees with the
potential to generate significant milestones and
royalties to for BenevolentAI or future development
milestones and sales-based royalty revenues on any
successfully commercialised asset.
Achieved full FDA approval for baricitinib in
May2022. BenevolentAI scientists first identified
baricitinib as a COVID-19 treatment using the
Benevolent Platform™ in January 2020
• In May 2022, the US Food and Drug Administration
(FDA) granted full approval for baricitinib (approved for
rheumatoid arthritis and marketed by Eli Lilly) to treat
COVID-19 in hospitalised adults requiring supplemental
oxygen, non-invasive or invasive mechanical ventilation,
or extracorporeal membrane oxygenation (ECMO),
clinically validating BenevolentAI’s approach.
• BenevolentAI first identified baricitinib as a repurposed
drug candidate in 2020 using the Benevolent Platform™.
Baricitinib delivered a 38% reduction in mortality
inhospitalised patients, rising to 46% for those on
supplemental oxygen, in Eli Lilly’s COV-BARRIER trial.
• As previously disclosed, Eli Lilly subsequently invested
in BenevolentAI in 2020.
Initiated a non-commercial collaboration with
the Drugs for Neglected Disease initiative (DNDi)
and with Stanford University-based Helix Group
• Initiated phase two of AI research partnership with
theStanford University-based Helix Group.
• Initiated AI research collaboration with the Drugs
forNeglected Disease initiative (DNDi).
Operational review continued
15BenevolentAI Annual Report 2022
Strategic report
Overview of current drug discovery limitations
Drug discovery and development is a characteristically
slow and risky process. 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.
1
Even when a new drug does make it to market,
it is likely to be ineffective for 50% to 70% of patients.
2
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. Accordingly, 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 being spent on drug research and development
worldwide.
3
As a result, many patients are suffering
from untreated or poorly managed diseases, of which
there are approximately 9,000.
4
1. phrma.org and Harrison (2016).
2. https://bmcmedicine.biomedcentral.com/articles/10.1186/
s12916-015-0494-1.
3. Novasecta Ltd.
4. BioPro.
Figure 1: Reason underlying failure
Source: Nature Reviews Drug Discovery 15 Dec 2016.
Figure 2: Reason for failure in Phase 2
Source: Nature Reviews Drug Discovery 15 Dec 2016.
Market opportunity
A growing pharmaceutical sector
BenevolentAI operates within the global pharmaceutical
market, a market that generated $1.1 trillion in sales in
2021 and that is forecast to grow by 6% per annum to
2028. The global trends fuelling this demand include:
growing and ageing populations, an increasing burden
ofchronic disease, the impact of climate change and
pandemics, such as that seen with COVID-19. The COVID-19
pandemic in particular has highlighted challenges from
a supply chain perspective but also accelerated
healthcare innovation and change.
Worldwide total prescription drug sales (2014–2028)
Note: 61% CAGR 2021–2028. Source: Evaluate Pharma
©
(Aug 2022).
Source: Evaluate Pharma’s consensus forecasts. These numbers are
based on sellside analyst estimates, and include forecasts for Research
and Development (R&D) projects as well as products already on
themarket.
Within the global pharmaceutical market BenevolentAI
isaiming to revolutionise the process of drug R&D, a
market itself worth $238 billion in 2021. By using the
Benevolent Platform™, we aim to improve efficiencies
from a time and cost perspective, but also to improve the
probability of success for developing medicines as they
progress through theclinic.
Worldwide total pharmaceutical R&D spend in 2014–2028
Source: Evaluate Pharma
©
(Aug 2022).
3% Operational
52% Efficacy
6% Commercial
15% Strategy
24% Safety
6+52+3+24+15++I
3+48+3+25+21+I
48% Efficacy
3% Operational
3% Commercial
25% Safety
21% Strategy
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
774
760
790
809
848
882
907
1,066
1,139
1,153
1,219
1,311
1,412
1,508
1,612
WW Prescription Drug sales ($bn)
Forecast
Historic
14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
+7.3% CAGR 2014–21
+2.6% CAGR 2021–28
WW Pharma R&D Spend ($bn)
300
280
260
240
220
200
180
160
140
120
100
80
60
40
20
0
+30.0
+25.0
+20.0
+15.0
+10.0
+5.0
+0.0
144
150
160
170
184
192
207
238
238
247
256
265
272
278
285
R&D Spend Growth (%)
16 BenevolentAI Annual Report 2022
Strategic report
Market opportunity continued
The AI value proposition
for pharma R&D
Two main areas where AI approaches can add value to pharma R&D:
“Faster and cost effective”
INDUSTRY STANDARD AI-ENHANCED
$33 million over
5.5 years
$15 million over
3-3.5 years
Based on industry
benchmarks and
internalprogrammes
Reduce pre-clinical cost by >50%
andtime to market by 2-2.5 years.
“Get it right more often”
PoS from Phase I to Market
# Phase I candidates required
for one approved drug
Illustrative NPV
(1)
12%
9
c.$60m
24%
4
c.$200m
Highest attrition is at Phase II (current 34% success rate)
(2)
~50% Phase II/III trial failures due to lack of efficacy
(3)
Context
• Phase II trials with pre-selection
biomarkers already >50% more
likely to succeed
(4)
• Industry experts estimate that
theuse of AI can improve the
PoSofeach phase by up to 45%
(5)
INDUSTRY
STANDARD
AI-ENHANCED
(ILLUSTRATIVE)
Illustrative 25% PoS improvement
at each clinical stage (Phase I-III)
Direct R&D cost savings
Increasing probability of success
Discovery & pre-clinicalClinical development
Note
Lab research and target identification costs and time not
captured in industry data -– likely to add significantly to
the industry standard time and cost.
2
More importantly, increasing the probability of success.
1
Direct R&D costs savings; and
17BenevolentAI Annual Report 2022
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Industry data shows it takes on average 5.5 years and
$33million to go from the start of chemistry into the clinic.
Internally, BenevolentAI has demonstrated an ability to
deliver a greater than 50% decrease in cost and over a
two-year increase in speed in delivering a CTA or IND
compared to industry averages. These benefits are before
considering the actual process of discovering and validating
a target for a disease, which management believes takes
pharma companies considerable time and cost but that
has not been quantified. This is relative to BenevolentAI
which can identify and validate new targets within a year.
Notes and Sources: For illustrative purposes only; (1) Illustrative NPV for a theoretical $750 million peak sales drug during initial 10Y on the
market (assumes (i) peak sales reached five years post-launch, (ii) 90% gross margin, (iii) 20% S&M expenses, (iv) 20% tax, (v) a 10% discount rate)
and (vi) excludes any terminal value). (2) Based on Paul et al Nat Rev Drug Discov 2010. (3) Based on Harrison, Nat Rev Drug Discov 2016. (4)
Based on Biomedtracker/PharmaIntelligence 2021. (5) Based on Odyssey Due Diligence report.
>50%
Phase II trials are 50% more
likely to succeed if you
usebiomarkers
45%
Consensus from interviews
with industry experts was
that up to 45% improvement
due to AI was possible at
each stage of development
Direct R&D cost savings
Increasing probability of success
The much larger impact of AI in terms of overall R&D
productivity is increasing the probability of success.
Adrug costs so much to develop (c. $2.6 billion) because
of paying for all the failures along the way, often failing
several years and many millions of pounds into the
process. Phase II is where most clinical trials fail, with
success rates of around 30%.
This is where we believe AI holds the biggest promise: in
helping to unravel the underlying biology at the earliest
phase of the R&D process, in order to select the right
drug target at the outset. This is crucial because poor
efficacy, which may be linked to a poor target choice for
that disease, drives 50% of failures in Phase II and Phase
III clinical trials.
The model above illustrates what a 25% improvement at
each stage of clinical development looks like, driven by
better target prediction, and patient stratification would
improve the overall likelihood of approval, and
subsequent economics.
Improving each clinical stage by 25% at least doubles
the chance of a drug that enters the clinic getting to
market. This means that rather than needing nine
programmes entering the clinic to get one approved,
you need four, more than tripling the NPV of
theprogramme.
As context for how realistic this illustrative model is, it’s
worth noting that already, Phase II trials are 50% more
likely to succeed if you use biomarkers, something
which BenevolentAI aims to achieve for each of its
programmes through its Precision Medicine approach.
Expert interviews with peers and Pharma executives
showed a consensus that up to 45% improvements
ateach stage, due to AI, was possible.
18 BenevolentAI Annual Report 2022
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Our flexible business model
unlocks multiple routes to
valuecreation
Knowledge
Graph
Precision
medicine
Molecular
design
Target
identification
AI discovery tools
Business model
Owned pipeline
From target identification
to clinical development
Through the combined
capabilities of the
Benevolent Platform™,
ourrobust AI chemistry
capabilities and fully
equipped labs, we can
rapidly take programmes
from discovery to preclinical
and clinical development.
Licensing
Drug development
licensing partnerships
We are actively exploring
strategic licensing
discussions and late-stage
development and
commercialisation
partnerships for specific
assets in our pipeline in order
to deliver our medicines
topatients in need.
Platform
collaborations
Collaborating with leading
biopharma companies
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
collaborations
Using our platform for
wider societal benefit
We pursue not-for-profit
collaborations to unleash
the full potential of our
technology and deliver
impact to patients in areas
of urgent unmet need.
Owned pipeline
• Platform-
generated assets
• In-house development
Licensing
• Platform-
generated assets
• Out-licensed at IND, end
Phase I or end Phase II
Platform
collaborations
• Economic benefits
• Platform validation
• Data generated enriches
the Benevolent Platform
TM
Non-commercial
collaborations
• ESG
• Data generated enriches
the Benevolent Platform
TM
19BenevolentAI Annual Report 2022
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Clinical development
and commercialisation
Development
and out-license at IND,
Phase I or Phase II
Out-license prior
to Phase I
Scientific Commercial
Clinical development
Data
Non-commercial
collaborations
Our flexible business model allows for different approaches
to drug discovery and development, which can be tailored
to suit each individual programme. We can out-license
drug candidates at different stages of clinical development
and, therefore, adjust the required level of funding over
time. Furthermore, with a validated platform that is
agnostic to therapeutic area and drug modality, we can
select the opportunities with the most attractive value
creation potential.
While the Benevolent Platform™ is disease agnostic, with
the unique ability to rapidly identify novel targets in any
therapeutic area, we will now look to focus our in-house
pipeline on three specific therapy areas: immunology,
neurology and oncology. This focused approach will allow
us to take forward assets where we have the right capabilities
to successfully develop and, in the future, potentially
commercialise with or without a partner. In all other
disease areas, we will look to out-license assets in
therapeutic areas requiring larger and more complex
clinical trials, or in areas where we do not have the
optimal internal capabilities to develop further.
We can also scale the Benevolent Platform™ in pharma
partner environments, and will also target a small
number of additional platform collaborations, similar to
our collaboration with AstraZeneca. Such partnerships
provide non-dilutive funding, further validate our platform
and, importantly, allow us to leverage the additional data
generated to enhance our Knowledge Graph to the
benefit of our in-house pipeline.
We expect to generate revenue broadly from three streams:
Platform collaboration revenue:
We may receive upfront payments, research funding,
milestones and royalties from platform collaborations.
Platform collaborations are where we work with a partner to
identify new drug targets using the Benevolent Platform™.
This includes our current collaboration with AstraZeneca,
which began in 2019 and has recently been extended
until 2025.
Out-license revenue:
For some drug programmes, we will choose to out-license
to partners, which will then assume responsibility for
some or all of the remaining clinical development and
commercialisation. At the point of out-licensing each
drug candidate, we expect to receive an upfront payment
and then to receive milestone payments upon successfully
completing various clinical, regulatory and/or sales
milestones by the licensor. In addition, we would expect
to receive royalty payments on the net sales of the
out-licensed drugs.
Product sales from self-commercialised assets:
Weintend to commercialise certain drugs discovered
using the Benevolent Platform™. Our first product
launch is targeted for the second half of this decade or
shortly thereafter, and we plan to build all the necessary
infrastructure to successfully launch and commercialise
our drugs globally or with partners.
Pharma
collaborations
SCIENTIFIC & BDSTRATEGY
Immunology
Neurology
Oncology
Other current
pipeline
programmes
Core therapeutic areas
Non-core therapeutic areas
Any indications
20 BenevolentAI Annual Report 2022
Strategic report
We aim to dramatically
improve pharmaceutical
R&D productivity
Our mission is to unite AI and cutting-edge
scienceto discover and develop new medicines
forcomplex diseases.
Our purpose is to drive a revolution in drug
discovery and develop new medicines for patients
with a higher probability of clinical success.
Our ambition is to facilitate the scaled development
of new, more effective treatments for the patients
who need them.
Strategy
21BenevolentAI Annual Report 2022
Strategic report
In-house development
ofpipelineassets
Our primary focus is to independently pursue
the clinical development of certain in-house
pipeline assets in a number of selected core
therapeutic areas, identified as immunology,
neurology and oncology, before either
commercialising these in house or with partners.
Our lead asset for this approach isBEN-8744
for ulcerative colitis, which is expected to enter
a Phase I clinical study in H1 2023.
Out-licensing of pipeline assets
We will out-license pipeline assets that do
notfit within our target indications at selective
times to maximise value. Ourlead asset for
thisapproach is BEN-2293, which, subject
toresults, we will aim toout-license in 2023
following the results of the Phase IIa study.
Strategic collaborations
We will endeavour to enter additional strategic
collaborations to leverage our disease-agnostic
capabilities into therapeutic indications outside
our focus areas.
To achieve this we will continually enhance the
Benevolent Platform™ in order to increase the
probability of clinical success for assets where
the target has been identified by BenevolentAI,
and, in doing so, positively impact society by
lowering the R&D time and resources needed
to deliver new medicines to patients.
1
2
3
Our three strategic pillars:
22 BenevolentAI Annual Report 2022
Strategic report
Financial KPIs
2
Revenue growth (£m)
2022
12 months to 31/12/22
12 months to 31/12/21
10.6
2021 4.6
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
bythe Group’s business model
thatcomprises:
• monetising our platform through
commercial collaborations;
• developing our own pipeline
ofwholly-owned assets with
theaim of out-licensing certain
assets; and
• co-developing/co-commercialising
or, potentially, eventually
commercialising certain
in-house assets.
Revenue would be generated from
a mix of upfront and milestone
payments and upon any successful
commercialisation, royalty payments.
2022 performance:
The Group’s revenues have
increased from £4.6 million to
£10.6million.
The increase in revenues primarily
reflect increased revenues from
theAstraZeneca collaboration and
the majority reflecting a second
AI-enabled drug discovery
collaboration starting in January
2022, combined with revenue from
a one-year extension on the initial
collaboration that began in late
2021. We also recognised three
milestone payments in 2022
asAstraZeneca selected three
additional novel targets in both
chronic kidney disease (one target)
and idiopathic pulmonary fibrosis
(two targets).
In 2023 the Board anticipates one
further collaboration with similar
metrics to that of the AstraZeneca
collaboration as well as the
out-licensing of BEN-2293
assuming the data of the Phase
IIatrial is positive.
1
Cash, cash equivalents
and short-term
deposits (£m)
2022
12 months to 31/12/22
12 months to 31/12/21
130.2
2021
40.6
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 Product & Technology.
2022 performance:
The cash position has materially
strengthened driven by the
PIPE,backstop proceeds and
theBusiness Combination
1
, with
gross proceeds of €225 million
(£186.8 million). We also expanded
the AstraZeneca collaboration
leading to an upfront payment
and increased revenues.
Alongside these factors, and
through good cost control, we
have ended the year with cash,
cash equivalents and short-term
deposits of£130.2 million, at the
top end ofour stated guidance.
1. See note 4 in the consolidated
financial statements.
Measuring our performance
The Group uses a range of financial and non-financial KPIs to measure
strategicperformance.
KPIs
23BenevolentAI Annual Report 2022
Strategic report
3
Pipeline progression
performance measures
Successful drug development is
key to creating long-term value.
Our pipeline encompasses a broad
range of assets across various
stages of discovery and development.
Each year, we set ourselves stretch
targets relating to completion
ofkey milestones across our
development pipeline.
In-house development
In December 2022, we submitted
aCTA to the MHRA for BEN-8744.
Subject to obtaining MHRA
approval we plan to initiate a
Phase I clinical trial of BEN-8744,
anticipated to commence in the
first half of 2023.
Towards the end of 2023 we aim
tosubmit a CTA for BEN-28010 in
GBM ahead of a Phase 1 clinical
trial starting in 2024.
Number of INDs completed
0
1
2022
12 months to 31/12/22
12 months to 31/12/21
2021
We aim to complete 1-2 INDs per
annum for the next three years. To
achieve this, we anticipate beginning
a Phase 1 clinical trial for BEN-8744
in ulcerative colitis in the first half
of 2023.
Number of new drug programmes
6
4
2022
12 months to 31/12/22
12 months to 31/12/21
2021
In 2022 we started four new
drugprograms with all targets
generated from the Benevolent
Platform™. In 2023, we expect to
add between four and six named
drug programmes.
Non-financial KPIs
5
Partners
In addition to our in-house
pipeline, we will also target
asmall number of additional
platform collaborations, similar
tothose with AstraZeneca. These
would be low volume and likely
one every other year.
7
People
Staff attrition (%)
17.2
15.72022
2021
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.
2022 performance:
In 2022, Tech companies
experienced high turnover in
London and New York. Our
turnover rate for 2022 was 15.7%,
reflecting the proactive initiatives
we rolled out to retain and develop
our people, including a competitive
market review of salaries at the
start of 2022 and leadership
development programmes.
Our2022 voluntary turnover in
the Drug Discovery function was
9%, lower than the Life Sciences
industry average of 9.5%. In our
Cambridge office and labs, the
turnover was even lower at 7%.
In 2023 we will focus on keeping
ourattrition rate steady and
continue the successful initiatives
that have seen it fall over the past
twoyears. Weunderstand we
operate in a competitive, volatile
market and also recognise that
some attrition is not always
negative, with new talent bringing
fresh perspectives and innovative
ideas into the organisation. We will
aim for less than 10% of leavers to
be our most critical talent, focusing
the most intensive retention efforts
on those who have the most
positive business impact.
4
Assets out-licensed –
outside core focus
ofindications
Our lead asset for this approach
is BEN-2293, which we will aim
toout-license in 2023 subject
topositive Phase IIa data.
6
BenevolentAI Platform
TM
Data Foundations
We continue to grow and enrich
our data foundations with new
and generated insights primarily
due to an increase in patient-level
data (‘omics) and enhanced natural
language processing (NLP) recall.
During 2023 the Company
aimsto add new data sets to
further improve our Target ID
modelpredictions.
Strategic report
Our people believe in the purpose of the
Group and share its vision. Effective
engagement aligns employees with the
Group’s strong culture and core values.
Why they are important to the Group
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 unique culture and align employees
with our purpose.
Why the Group is importanttothem
Our employees want a great career,
anda positive and motivating work
environment where they can thrive.
BenevolentAI offers a diverse working
culture offering opportunities for career
development and personal growth.
How we engage
• We encourage a culture of open
communication through a range
oftwo-way mediums including
bi-weekly All Hands, monthly
newsletters and other digital
communications and providing
internal training. We will also create
and report our Employee Net
Promoter Score (eNPS) to monitor
employee engagement.
Outcomes of engagement
• Innovation.
• Employee engagement.
• Learning & development.
• Purpose and culture.
• Diversity and inclusion.
• Workplace safety and wellbeing.
• Competitive compensation and
reward package.
We partner with leading pharmaceutical
and biotech companies to tackle
therapeutic challenges from new angles
and develop novel drugs for complex
multifactorial diseases, and with
non-commercial collaborators to
broaden our positive societal impact.
Why they are important totheGroup
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 Group 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 engage
• We maintain a successful multitarget
collaboration with AstraZeneca and
anon-commercial collaboration with
the DNDi.
• We work with Stanford University-based
Helix Group looking at AI-research
that aims to discover more effective
methods to extract knowledge from
biological and clinical information.
Outcomes of engagement
• Novel targets selected and validated
for portfolio-entry.
• Continuous enhancement of
ourplatform.
• Potential biological targets that could
be repurposed: success with COVID-19
& potential for Dengue Fever with DNDi.
• Differentiated positioning in
AI-enabled drug discovery industry.
• Broad innovation.
Our communities include those who
liveand work in areas where we operate
– and society as a whole.
Why they are important totheGroup
We need to develop positive local
relationships and understand local
people’s needs in order to attract talent
and deliver our goals.
Why the Group is importanttothem
We want to help our communities thrive.
How we engage
• The Company offers coaching
programmes and office space to
localcharities for training purposes.
Outcomes of engagement
• Two-way coaching with young adults
from underrepresented 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.
BenevolentAI’s aim is to create technology to drive a
revolution in drug discovery and develop new medicines
for patients with a higher probability of clinical success.
Our purpose has always centred on having a positive
impact on society, and we recognise the need to develop
and implement a broader set of sustainability initiatives
to broaden our impact and deliver value for our shareholders.
For more details on the Company’s approach to sustainability,
please see pages 26 to 38 of thisreport.
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 engage. Engagement
with our key stakeholders is regularly reviewed to ensure
we learn from these relationships for the benefit of all.
Employees Partners and
collaborators
Stakeholder engagement
Communities
24 BenevolentAI Annual Report 2022
Shareholders
Strategic report
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.
Why they are important totheGroup
Our shareholders play a vital role in the
success and growth of the Company
and provide a source of capital.
Why the Group 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.
How we engage
• Ongoing communications including
interim and full-year results, followed
by meetings and roadshows.
• We communicate news flow by
regulatory and non-regulatory press
releases; available on our website.
• The CEO, COO, CFO and VP Investor
Relations, communicate regularly
with our shareholders, engaging
proactively with them and ensuring
their views are communicated back
to the Board.
• Capital Market Days, participation in
conferences and ad hoc dialogue with
key investor representatives are held
in the intervening periods. We also
maintain relationships with a number
of research analysts.
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.
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Group
Their vital contributions to our business
range from providing products, raw
materials, services and advice.
Why the Group 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 engage
• 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.
Our mission is to unite AI and cutting-
edge science to discover and develop
new medicines for complex diseases
that affect millions of people worldwide.
Why they are important totheGroup
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 Group is importanttothem
Too many patients are suffering from
untreated or poorly treated diseases.
Weput patients first, and use our
disease-agnostic AI-drug discovery
platform to expand the search for new
treatments and increase the likelihood
of success in diseases that have defied
conventional research efforts.
How we engage
• 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 groups and regulatory
experts to design pre-clinical and
clinical trials for patients. 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.
Suppliers
andvendors
Patients
25BenevolentAI Annual Report 2022
26
BenevolentAI Annual Report 2022
Strategic report
Sustainability
Objectives – To provide measures and targets. Tooperationalise the goals
setbythe Board
Frequency of meeting – Quarterly
Environmental, Social and Governance workstream
Objectives – Monitors progress and performance of the Group’s sustainability strategy.
Led by General Counsel with a cross-functional team including representatives
from Finance, IR, Communications and Facilities
Frequency of meeting – Quarterly
ESG Lead team
Non-Executive Director – Dr. Susan Liautaud
Objectives – Oversee policies, monitor the inclusion of sustainability-related matters
in strategy, budget, major capital expenditures. To provide guidance and agree
measures and targets
Frequency of meeting – Semi-annual
ESG Board Representative
ESG governance structure
This year we refined and formalised our approach to sustainability, under the direction ofthe newly
established environmental, social and governance (ESG) governance structure and teams. Our
structure draws on senior expertise across Group functions and allows us to prioritise our impact
through organisational workstreams and to monitor progress against our plans across the Group.
Our attention this year has been on creating our sustainability framework, developing actionable
plans for each material area, and increasing our focus on environmental considerations, including
climate change, metrics and reporting. This should accelerate our sustainability ambition within
the Group.
27
BenevolentAI Annual Report 2022
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Our sustainability framework
Delivering sustained social, financial and
environmental value
At BenevolentAI, our mission is to unite AI and cutting-edge
science to discover and develop new medicines for
complex diseases.
This mission is underpinned by a powerful purpose: to
use our AI-enabled drug discovery platform to enhance
understanding of biology, empower new discoveries and
develop new medicines that generate a positive impact
on society.
Four strategic pillars support us in achieving this purpose:
1. Sustain our leadership position as a clinical-stage
AI-enabled drug discovery company, focused on
target identification
2. Deepen our pipeline using the Benevolent
Platform™ to rapidly identify and advance clinical
assets to commercialise in house and through
thirdparties
3. Extend our impact across a greater number of
non-core therapeutic indications by partnering
withpharma and not-for-profit organisations
4. Build for the long term by establishing organisational
scalability and sustaining value creation
We are committed to weaving ESG stewardship into the
fabric of our mission so we can deliver sustained social,
financial and environmental value. We will concentrate
our sustainability efforts around five core levers:
• Advance our pipeline
• Enhance our platform
• 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 specific 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, safety and wellbeing, innovation, product
quality, cybersecurity, ethical conduct, reducing waste
and climate change.
We aim to complete a materiality assessment in 2023
tofurther our understanding of these issues.
Platform
Pipeline
Partners
People
Planet
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Strategic report
28 BenevolentAI Annual Report 2022
Sustainability continued
Our goal is to use our data foundations, AI-drug discovery
platform and wet labs to identify and validate novel drug
targets and develop new medicines, with the goal of
increasing the probability of clinical success.
Commitments
1. To continually enhance our Platform in order to increase
the probability of clinical success for assets where the
target has been identified by BenevolentAI, and in doing
so, positively impact society by lowering the R&D time and
resources needed to deliver new medicines to patients.
2. To build technology that enhances scientific expertise
andempowers scientists to discover new and more
effective medicines.
KPIs
• Number of data sources utilised within the platform
• Number of biomedical relationships captured within
the platform
• Number of new targets identified for our in-house pipeline
and via collaborations
• Number of pipeline assets in development
• Number of named drug programmes progressing through
preclinical and clinical development
2022 performance
BenevolentAI has built a transformative, scalable tech
infrastructure with the capacity to discover new targets for
any disease.
Our data foundations currently integrate and analyse
biomedical data, including ‘omics, molecules, experiments,
literature, pathology and biological systems. Machine learning
models extract biomedical entities, such as genes, diseases,
drugs, processes and cell types, and infer relationships that
capture how these entities interact in a human system. These
relationships are stored in our Knowledge Graph as a network
of contextualised scientific facts - providing a proprietary
integrated view of biomedical data that supports discovery
and decision making. We currently have over 85 data sources
and 409 million biomedical relationships stored in the graph.
Our differentiated capabilities in knowledge and Target ID
have played a pivotal role in the discovery and progression
ofour entire in-house pipeline and our partnership
withAstraZeneca.
We continue to grow and enrich our data foundations with
newand generated insights primarily due to an increase
inpatient-level data (‘omics) and enhanced NLP recall.
Innovation is at the centre of everything we do, and at
thesametime as driving continuous improvement of our
technology, we also reinforced our commitment to creating
theconditions for creativity and innovation to flourish at
BenevolentAI. We initiated phase two of an innovative
AIresearch partnership with the Stanford University-based
Helix Group in the H1 2022, which focuses on discovering more
effective methods to extract knowledge from biological and
clinical information.
2023 targets
During 2023 the Company aims to add new data sets
tofurther improve our Target ID model predictions.
Platform
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BenevolentAI Annual Report 2022
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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
3. Increase the number of wholly-owned pipeline assets
4. Independently pursue the clinical development ofcertain
in-house pipeline assets
5. Out-license those assets that are not aligned to our focus
areas of therapeutic indication
6. Out-license specific assets in our pipeline in order to
deliver our medicines to patients in need
KPIs
• Number of pipeline assets in the clinic
• Number of assets in development
• Number of new targets identified
2022 performance
At BenevolentAI, our drug programmes target diseases
spanning several therapeutic areas where there is high unmet
need, meaning there are no approved therapies or there are
significant shortcomings with existing treatment paradigms.
Our current portfolio comprises a broad range of diseases
ranging from neurodegeneration such as ALS to inflammatory
diseases like ulcerative colitis and life limiting cancers such as
glioblastoma. Our portfolio targets diseases that affect millions
worldwide and have significant morbidity and mortality,
representing areas of high unmet medical need for new
safeand effective treatments.
In December 2022, we submitted a CTA to the MHRA
forBEN-8744.
In 2022 we started four new drug programs with all targets
generated from the Benevolent Platform™.
2023 targets
Subject to obtaining MHRA approval we plan to initiate a
Phase I clinical trial of BEN-8744, anticipated to commence
in H1 2023.
Pipeline
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BenevolentAI Annual Report 2022
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30 BenevolentAI Annual Report 2022
Strategic report
Partners
Our goal is to maintain and establish commercial and
not-for-profit partnerships to put our platform to good
usefor wider societal benefit and deliver maximum impact
to patients.
Commitments
7. Increase our societal impact through long-term, mutually
beneficial relationships
8. Uphold our ethical standards across our value chain
KPIs
• Develop a Supply Chain Policy/Code of Conduct
• Number of targets validated and selected by partners
forasset development
• Number of pipeline assets in development with
our partners
• Number of partnership deals signed
2022 performance
Three novel targets identified through our commercial
collaboration with global biopharmaceutical company
AstraZeneca were taken into development in 2022, up from
two in 2021, bringing the total to five assets now being
developed by partners, up from two in 2021. We also expanded
our current collaboration with AstraZeneca for a further three
years to include two new disease areas; SLS and HF – both
debilitating diseases with high unmet patient needs.
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. This year we received
further validation of our AI-enabled research as baricitinib –
the drug we identified as a treatment for COVID-19 in
January 2020 - was fully approved by the FDA. Baricitinib was
shown to reduce deaths in hospitalised COVID-19 patients by
38% across hospitalised adult patients, rising to 46% for those
on supplemental oxygen.
In 2022, we signed one new not-for-profit partnership with
the Drugs for Neglected Diseases initiative (DNDi) (none
signed in 2021). The partnership aims to identify targets and
approved drugs that could be used to treat dengue fever,
aclimate-sensitive neglected disease. We have previously
conducted non-commercial research projects with the
Institute of Cancer Research, through which we successfully
uncovered a new potential drug combination (vandetanib
and everolimus) for treating children with diffuse intrinsic
pontine glioma, a rare brain cancer inchildren.
2023 targets
We plan to sign one new commercial collaboration
agreement and provide targets and/or on-market
productsthat are suitable for diseases covered within
ournon-commercial collaboration agreements.
Sustainability continued
31
BenevolentAI Annual Report 2022
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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 drive future growth and
support our mission.
Commitments
9. Attract, retain and develop our talent to support our
future growth and support our mission
10. Nurture a culture in which our employees can perform
attheir best
11. Promote diversity and inclusion
12. Inspire the next generation of future leaders from within
KPIs
• To create and report BenevolentAI’s Employee Net
Promoter Score (eNPS)
• Employee Glassdoor rating
• Days lost due to H&S
• Gender split of female representation in senior roles
• Report our gender pay gap in 2023
• Development plans for employees
2022 performance
Attracting, developing and retaining the best talent is crucial
for delivering our Company strategy sustainably. We have
grown our team to 363 permanent employees (2021: 292) or
389 including contractors and part-time employees (2021:
302), and at the same time, reduced attrition with voluntary
turnover at 15.7% (down from 17.2% in 2021). Permanent
employees make up 95% of our total workforce (2021: 97%),
part-time employees represent 4% of our total workforce
(2021: 4%), and temporary workers represent 5% of our total
workforce (2021: 3%).
Creating a workplace that enables employees to collaborate,
innovate and thrive is essential to our success, and we are
proud that 92% of current or former employees who left
feedback through Glassdoor would recommend BenevolentAI
to a friend, with BenevolentAI achieving an overall Glassdoor
score of 4.8 - ranking significantly higher than the industry
average of 3.4.
We continued to increase our efforts to grow a diverse team
and an inclusive culture, where everyone in our team 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. Last year, we set out a range of new actions to build
onthe progress made to that point, including implementing
diversity and inclusion targets linked to our Product &
Technology organisation, where we now require at least
50:50 gender balance at the interviewing stage to promote
equal opportunities, mixed interview panels to ensure a
diverse group of interviewers, and use proactive sourcing
toensure we reach a diverse group of candidates.
People
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BenevolentAI Annual Report 2022
Strategic report
2022 performance continued
We enhanced the gender balance within our Board of
Directors, Senior Leadership Team (SLT) and Product & Tech
team and of December 2022, women made up 53% of our
global workforce (2021: 50%), 43% of our Executive Team (2021:
50%), 54% of our SLT (2021: 40%), 48% of People Management
roles (2021: 44%) and 38% of our Board of Directors (2021: 14%).
We have achieved our target of equal gender representation
in our Product & Technology organisation (2022: 50%, 2021:
34%) and maintained gender balance in our drug discovery
organisation (2022: 53%, 2021: 50%).
After the recruitment stage, our focus shifts towards
providing an inclusive, supportive environment for all
underrepresented groups. We run regular diversity and
inclusion (D&I) events throughout the year, and have seen
strong engagement in our D&I efforts in 2022. We currently
have three 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 LGBTQI+
network, gender network and parents networks, and we plan
to launch our Neurodiversity network in 2023.
BenevolentAI focuses on developing people from within so
they can grow with the Company. Internally, we supported
1159 total training hours through Company organised
training and development programs in 2022, including
courses on coaching and management. This included our
inaugural Future Leaders Programme (‘FLP’), which we
launched in 2022 to provide robust leadership training to
critical mid-senior level talent, with 90% of the twelve
employees agreeing or strongly agreeing that the course
would help them become an effective leader now or in the
future. To ensure their development needs are being met
and their talent is recognised, 100% of permanent employees
receive performance evaluations every six months.
We are committed to protecting our employees’ health
andsafety, we have a health and safety management
systemin place and ensure that all new team members
attend mandatory, site-specific training designed to educate
on the location-specific features, security concerns and
emergency procedures. The number of days lost to health
and safety incidents was 0 (2021: 0), maintaining our lost-time
incident rate (per 200,000 hours worked) of 0, with zero
fatalities (2021: 0) among all employees and contractors
across all sites.
2023 targets
During 2023, we expect to retain or improve upon each of
these metrics yet again. We do not have an NPS rating today,
so a target for 2023 is to develop an NPS scoring methodology
and publish this in our 2023 Annual Report. We also aim
toretain our Glassdoor rating above 4.5, and ensure that
atleast 80% of all roles at BenevolentAI have development
goals and personal objectives.
Sustainability continued
People continued
33
BenevolentAI Annual Report 2022
Strategic report
Planet
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
13. We endeavour to reduce our proportional impact on
theenvironment as our business continues to grow
KPIs
• Carbon emissions, tCO
2
e
• Waste to landfill, tonnes
2022 performance
The Group consumed 7,311 tCO
2
e in 2022, up from 4,122 tCO
2
e in
2021, as part of ongoing activities. This wasprimarily due to
purchasing as part of its drug discovery process (65% ofthe
total in 2022 vs 66% in2021). We send the majority of waste
torecycling; in 2022 at our London site, we generated a total
of 6.3 tonnes of total waste and sent 2.9 tonnes for waste to
energy conversion, with the remainder recycled (recycling
rate 55%). At our Cambridge site, we generated 20.5 tonnes of
lab waste, but otherwise generate much less general waste
than London and our provider recycles 60% waste, on average.
2023 targets
It is reasonable to expect our carbon emissions figure to rise
year on year for three reasons; as we continue to develop
more assets in the clinic, as more employees return to working
in the office and as air travel ramps back up. BAI will aim to
increase its tCO
2
e rate at a lower level than both its headcount
figure and a suitable pipeline measure to improve its efficiency
year on year. We also plan to report our full Scope 3 carbon
emissions in 2023.
The pandemic had a disproportionate impact on the total
landfill waste in 2020, since the majority of employees were
working from home. As such, whilst we envisage our total
waste to landfill increasing year on year as we resume working
from the office, we aim to recycle over 85% of ourwaste.
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 & 2 emissions have been derived from use data with
the application of appropriate conversion factors (i.e., UK
Government GHG Conversion Factors for Company Reporting,
2022). Data from all Group sites is included, with the exception
of the US entity given it has no control over the emissions
arising from the shared premises nor access to the data.
Theimpact is expected to be immaterial. The Group has
defined its organisational boundary using an operational
control approach.
The Group 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 derived
from use and spend data with the application ofunit and
EEIO emissions factors.
Emissions, energy and other environment data
Emissions by year (tCO
2
e)
Scope Source 2022 2021
1 Fuel consumption 246.9 286.0
2 Purchased electricity 103.9 79.0
3 Waste disposal 41.8 29.6
3 Business travel – air 176.2 11.9
3 Business travel – land 63.7 5.1
3 Business travel – hotels
& accommodation
7.8 2.2
3 Purchased goods
andservices
6,670.3 3,707.7
Total Scope 3 6,959.8 3,756.5
Total Scope 1, 2, 3 7,310.6 4,121.5
Scope 1 and 2 intensity
byheadcount
0.991 1.181
Non-renewable energy
consumption (kWh)
1,849,852 1,981,204
Renewable energy
consumption (kWh)
284,316 257,343
Total energy
consumption(kWh) 2,134,168 2,238,547
We have had no environmental fines or penalties in the
current or any previous years (£0).
34
BenevolentAI Annual Report 2022
Strategic report
Sustainability continued
Using our platform for wider societalbenefit
Collaborating with the Drugs for Neglected
Diseases initiative to accelerate life-saving
research in dengue
• The collaboration uses the Benevolent Platform™
toidentify potential biological targets and therapies
that could be repurposed to treat dengue
• Dengue is a climate-sensitive neglected disease that
represents one of the top ten threats to global public
health, causing an estimated 390 million
infections each year
• Insect-borne pathogens, such as dengue, could lead
tothe next pandemic according to the World Health
Organization (WHO)
Identified a COVID-19 treatment now approved
foruse by the FDA
• Scientists used our AI tools to identify baricitinib as
atreatment in just 48 hours, published research in
TheLancet in Feb 2020
• Our technology and AI workflows identified a previously
unknown antiviral mechanism
• The COV-BARRIER trial showed baricitinib reduces
mortality by 38% in hospitalisedpatients, and by46%
inventilated orECMO patients
This story started with our novel AI‑derived
hypothesis, which quickly ledto unprecedented
global scientific collaboration from public, private
and non-profit organisations around the world.
The significance of this spans beyond COVID-19:
itdemonstrates that our technology can
fundamentally transform the way we understand
disease biology and help uncover new treatment
approaches for thousands ofdiseases.
Dr. Anne Phelan
Chief Scientific Officer at BenevolentAI
There is no effective treatment for dengue and
millions of patients across the globe urgently need
safe, effective, affordable and accessible treatment
options. Being able to apply cutting-edge AI
technology in this partnership with BenevolentAI
to help neglected patients opens an exciting new
opportunity to rapidly identify promising drug
candidates and later test them in clinical trials.
Dr. Charles Mowbray
Discovery Director at DNDi
35
BenevolentAI Annual Report 2022
Strategic report
Key initiatives
Actions we have taken to improve energy and water efficiency, and promote the responsible
management of waste
• Our sites use LED lighting and energy efficient office
equipment, such as automatic standby mode for all
monitors, printers and coffee machines.
• 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.
• 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.
Sustainable governance
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 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 each time it
meets and provides the full Board with periodic updates
as appropriate.
General Counsel Will Scrimshaw has overall responsibility
for delivering our linked business and sustainability
objectives, supported by members of the Executive
Leadership Team (ELT) and the Senior Leadership
Team(SLT).
Our governance strategy is centred around the following
KPIs and commitments:
36
BenevolentAI Annual Report 2022
Strategic report
Sustainability continued
KPI 1 – Board Independence
Commitment
We are committed to ensuring independenceand
diversityacross our Board.
2022 performance
The Board comprises eight Directors: an independent
Non-Executive Chair, one Executive Director and six
Non-Executive Directors (five being independent, with Dr.
Jackie Hunter being non-independent as a former
executive of the Company within the last three years).
Together, our Board bring a wealth of experience, skills
and backgrounds to the Company - including pharma,
tech, finance & capital markets, the public sector and
academia. Our Chair and CEO roles remain separate
positions. Three of our Directors are female resulting in a
38% female representation on the Board. More information
on each of our Directors can be found on pages 46 and 47.
2023 target
In 2023, we expect to remain consistent with these
numbers and where future vacancies arise, commit to
increasing our Board independence and diversity even
further in line with our newly implemented Board
Diversity Policy.
Sustainable governance continued
KPI 2 – Board Structure and Committees
Commitment
Build a solid Board structure accompanied by all
necessary Committees to ensure robust governance.
2022 performance
Dr. François Nader has been Chair of the Board
ofDirectors since the Business Combination in April 2022
(and served as Chair of BenevolentAI Limited prior to that
from July 2021). We have put in place four Board
Committees, comprising Remuneration, Audit, Finance
and Risk, Nomination and Governance, and Research and
Development.
Our ESG strategy is overseen by our ESG Non-Executive
Director Dr. Susan Liautaud and the Nomination and
Governance Committee of the Board, which meets at
least quarterly. Post-year end, in March 2023 we
appointed a Senior Independent Non-Executive Director
and a Workforce Non-Executive Director.
In late Q4 2022 the Board completed its first evaluation
questionnaire and the Board is in the process of
implementing actions.
2023 targets
In 2023, we expect to maintain and further embed
ourexisting Board structure and Committees, further
improving where and as needed.
Implementation of a formal Board and individual
Director evaluation process will follow in 2023.
Read more on page 51
KPI 3 – Business Ethics, Compliance and Communication Transparency
Commitment
To maintain and further develop a suite of good
corporate practices and policies where needed.
2022 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-Bribery & Anti-Corruption
• Insider Trading
• Whistleblower Policy
• Code of Business Conduct & Ethics
• Sanctions, Anti-Money Laundering, Policy and
Counter-Terrorist Financing Policy
• Human Rights Policy
• Equality, Diversity & Inclusion Policy
• Data Protection Policy
• Environmental Policy
• Health and Safety Policy
• Tax Policy
• Supply Chain Policy
We have introduced 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.
See Board of Directors on pages 46 and 47 and Nominationand Governance Committee report on pages 59 and 60
37
BenevolentAI Annual Report 2022
Strategic report
KPI 3 – Business Ethics, Compliance and Communication Transparency continued
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 biannual basis. There have been zero
instances of employee non-compliance with anti-bribery
and corruption policies and procedures in 2022 (2021: 0).
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 employee actions and behaviours
are held accountable. 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 (2022: £0, 2021: £0).
We provide multiple ways for colleagues to report any
concerns, including through a Whistleblowing Policy and
a whistleblowing hotline. Our Whistleblower Policy provides
a mechanism for all employees to confidentially raise their
concerns and sets out how the Company will respond.
Additionally and internally, our staff forums are there
todiscuss and escalate ideas and challenges to senior
leaders and relevant groups and as such, these forums
can directly influence how we do things at BenevolentAI.
With the intent of demonstrating transparency and
accountability for how our use of AI affects our work and,
ultimately, people and society, we have also developed a
set of AI ethical principlesthatcanbefoundon our website,
to guide our deployment and use of AI across our business.
2023 targets
We intend to further expand on the work done on AI and
Ethics by establishing an internal AI Ethics Committee
toensure consistent alignment between our principles
and work. We will also improve our Whistleblower Policy
further with the introduction of an anonymous process
via a third party provider, WhistleB, to allow for filing of
anonymous reports. We will also develop a Code of Ethics,
providing a set of principles to guide employee mindset
and decision making. Finally, we intend to set up a process
to expand our due diligence over human rights abuses to
include our existing and potential suppliers, so as to assess
our risk exposure to human rights abuses also within our
supply chain, in addition to our own operations, as currently
covered by the Human Rights Policy.
Read more on pages 50 to 55
KPI 4 – Intellectual Property protection
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 as well.
2022 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 (linked to our disease programmes)
and our technology assets. All employees, contractors,
partners and collaborators are subject to appropriate
confidentiality obligations.
2023 targets
We will continue to refine and develop our effectiveness
at capturing IP value through formal invention capture
processes for trade secrets and patents.
Read more on pages 42 to 45
KPI 5 – Risk Management and BusinessContinuity
Commitment
To ensure prompt management of all possible risks
across all aspects of our business.
2022 performance
We have a detailed Business Continuity Plan which
wascomprehensively reviewed and updated in 2020 to
address new challenges posed by the global COVID-19
pandemic. We also have a disaster recovery plan that
isowned and implemented by our Information
Securityteam.
2023 targets
We will appoint a Head of Internal Audit & Risk role to
lead on and further advance appropriate enterprise risk
management processes across all aspects of our business.
Read more on pages 42 to 45
38
BenevolentAI Annual Report 2022
Strategic report
Sustainability continued
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 2022.
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. That said, 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 due course.
KPI 6 – Information Security and privacy
Commitment
Our primary objective is the protection of BenevolentAI’s
data, that and the privacy of our employees, and the system
infrastructure we use. We commit to ensure that both (i)
ourdata protection and privacy compliance programme,
aswell as (ii) our information security strategies are aligned
with business objectives and consistent with all applicable
regulations. To manage andprotect corporate information
by implementing processes, roles, controls and metrics that
treat information as a valuable business asset.
2022 performance
We take Information Security very seriously and in the
past three years cybersecurity at BenevolentAI has been
significantly improved through efforts led by our dedicated
Information Security (InfoSec) 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 and
alldata is held in AWS security-accredited cloud data
centres. Benevolent maintains a formal cybersecurity
programme structure and will commence the Cyber
Essentials (a UK Government-backed scheme) certification
process in Q1 2023. Benevolent systems are 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,
co-ordinating with our Site Reliability Engineering team
(SRE) 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.
These plans and procedures are reviewed and updated
atleast annually and the Business Continuity Plane and
Information Securtion Policy are tested at least every
three years. In H2 2022 we took out specific cybersecurity
insurance for our business.
Benevolent complies with all applicable laws across its
geographical footprint of registered office in Luxembourg,
head office in the UK, wet labs in Cambridge and further
office in NYC. We are compliant with the UK GDPR and
EU GDPR and the New York Shield Act and we have a
comprehensive data protection and privacy compliance
programme in place to reflect this. We first appointed a
UK-based Data Protection Officer in 2019 who is responsible
for ensuring that all our processing activities comply with
applicable data protection rules.
2023 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Cybersecurity Essential process.
Read more on pages 42 to 45
Product/Service safety policy
BenevolentAI (the “Company”) and its subsidiaries
(together, the “Group”, “we”, “us” or “our”) acknowledges
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. BenevolentAI currently has no direct
pharmaceutical products in the market, therefore
responsibility and disclosure in relation to this topic is
notapplicable to the Company. 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. More broadly, we also take our
relationships with partner companies and organisations
seriously, aiming to work with and support those who
promote responsible practice.
Sustainable governance continued
39
BenevolentAI Annual Report 2022
Strategic report
Dear shareholders
We have delivered a strong operational performance,
achieving the majority of our strategic objectives within
budget and ending the year with cash at the top end
ofour stated guidance. With the Business Combination
completed (detailed in notes 2.4 and 4 of the financial
statements) and the Company listed on Euronext
Amsterdam in April 2022, we are in a strong position
todeliver on our stated objectives and to create
shareholder value.
In 2023 we look forward to the results of BEN-2293 within
atopic dermatitis and the upcoming Phase I study of
BEN-8744 in ulcerative colitis while also continuing to
drive progress across our broader development pipeline.
We will also continue to invest and drive innovation
across our Product & Technology stack in a targeted
manner to retain our differentiated position. Against
amacroeconomic backdrop of rising inflation and
increasing financial pressures, we have reviewed and
refined our spend profile to keep to our stated cash
runway target of Q4 2024 whilst still delivering on
thepredefined objectives as at our interim results.
Revenues
At BenevolentAI, we aim to monetise our platform
through commercial collaborations and through
developing our pipeline of wholly-owned assets with the
aim of out-licensing, co-developing/co-commercialising
or, potentially, eventually, commercialising in house.
The Group’s revenues increased by £6.0 million to
£10.6million (2021: £4.6 million), primarily reflecting
increased revenues from the AstraZeneca collaboration
and the majority of this increase reflecting a second
AI-enabled drug discovery collaboration that started in
January 2022, combined with revenue from a one-year
extension to the initial collaboration that began in late
2021. We also recognised three milestone payments
in2022 as AstraZeneca selected three additional novel
targets in chronic kidney disease (one target) and
idiopathic pulmonary fibrosis (two targets).
Alternative performance measures
andnormalised presentation
The normalised presentation of the Group performance
can be found in note 2.4 of the financial statements.
Focused investment to drive
future growth
Key highlights
• Revenue increased to £10.6 million (2021:
£4.6million) primarily reflecting increased
revenues from theAstraZeneca collaboration
• £12.1 million R&D tax credits received in
the period
• Successfully completed Business Combination
and listing on Euronext Amsterdam in
April2022 raising £186.8 million (€225 million)
gross proceeds
• Cash, cash equivalents and short term
deposits position of £130.2 million as at
31December 2022 at the top end of market
guidance (2021: £40.6 million)
• Maintained cash runway to Q4 2024 despite
inflationary headwinds
Financial review
We have delivered a strong
operational performance,
achieving the majority of our
strategic objectives within
budget and ending the year
with cash at the top end of
our stated guidance.
Nicholas Keher
Chief Financial Officer
Strategic report
40
BenevolentAI Annual Report 2022
Research and development (R&D) expenses
The Group’s investment in R&D is vital to its long-term
growth strategy. Our spend can be split across two
verticals: 1) Product & Technology, which helps scientists
understand complex biology, predict targets and help
design and develop drugs for disease and 2) Drug
Discovery, where our team of scientists then use our
technology stack to pick novel targets for disease before
developing drugs for these targets. The output of this
symbiotic relationship is in the form of collaborations,
such as with AstraZeneca and our pipeline of now
15named programmes. The normalised presentation
ofthe Group performance can be found in note 2.4
ofthefinancial statements on page 85.
Normalised product and technology spend, excluding
share-based payments, for 2022 increased to £21.9 million
(2021: £20.0 million) due to increased staff-related costs
tosupport the continued expansion of the Benevolent
Platform™. Reported product and technology spend in
2022 decreased to £24.3 million from £25.1 million in 2021
reflecting lower share-based payment expenses.
Normalised drug discovery spend, excluding
share-basedpayments, for 2022 increased to £43.2 million
(2021:£27.1million). Reported drug discovery spend
for2022 increased to £47.6 million (2021: £31.8 million).
Thenormalised increase was driven by advancing the
BenevolentAI pipeline into later stages of development,
particularly BEN-2293 and its progression through an
adaptive Phase I/II clinical study, alongside BEN-8744
CTAfiling enablement in December 2022. We also
addeda net 4 named programmes into our pipeline
during the year.
General and administrative costs
With the business listing in 2022, we have made targeted
investments in our operational structures to support our
status as a listed business, particularly across finance,
compliance, legal and risk activities. The Group continues to
make material investments in building and protecting its IP
portfolio (consisting of patents, trade secrets, copyright and
trademarks). Finally, post-year end, we have also increased
investment in our business development capabilities as
our pipeline matures and reaches key value inflection
points. Normalised business operations spend, excluding
employee-related share-based payments, for 2022 has
increased to £16.5 million (2021: £13.9 million). Reported
business operations spend, excluding employee-related
share-based payments, for 2022 has increased to
£115.0million from £27.6 million in 2021. The normalised
increase reflects those additional costs related to listing
readiness and operating as a public company highlighted
above. These costs are expected to stay at these levels
given the enhanced level of compliance and reporting
obligations and previously discussed investments.
Share-based payments (SBPs)
Normalised SBP spend for 2022 has decreased to
£23.7million (2021: £51.4 million). Reported SBP spend for
2022 has decreased to £27.6 million (2021: £51.4 million).
The normalised change is predominantly driven by the
recognition of vested options under the legacy BEIS
share incentive scheme for 2022 of £22.4 million (2021:
£51.4 million). This includes a £6.5 million credit in relation
to employer-related taxes in 2022 (2021: £12.4 million
charge on initial recognition). In 2022, the Group initiated
a new LTIP for which a £1.3 million charge has been
recognised and which is expected to incur an ongoing
SBP charge, inclusive of employer-related taxes, of between
£6.2 million and £9.0 million based upon the share price
as at the end of December.
The fair value charging methodology for the legacy BEIS
plan has been re-assessed to reflect a now-known “point
of exit” and a graded vesting profile. This correction has
resulted in an additional £21.2 million SBP charge and
restatement to 2021 profit and loss, with a corresponding
credit to the share-based payment reserve and
employer-related tax provision on 31 December 2021.
Operating loss
Normalised operating loss for 2022 decreased to
£94.6million (2021: £107.7 million). The reported operating
loss for 2022 increased to £197.0 million (2021: £121.3 million)
primarily due to the costs arising from the business
combination, which are not expected to continue in 2023.
The normalised presentation of the Group operating loss
can be found in note 2.4 of the financial statements.
Finance income
Finance income for 2022 has increased to £19.3 million
(2021: £56,000). This is predominantly driven by the fair
value revaluation of the warrant liabilities acquired
through the Transaction, reflecting an increase in
theirvalue as of 31 December 2022 compared to the
Transaction date.
Taxation
Taxation income for 2022 has increased to £15.9 million
(2021: £14.1 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 an increase in the claim between the two periods,
driven by an increase in eligible R&D expenditure.
Loss per share
Normalised basic loss per share has decreased to
72.6pence for 2022 (2021: 104.6 pence), with the weighted
average number of shares in both periods adjusted to
reflect the exchange ratio of the share for share exchange
completed during the Transaction, such as to reflect the
capital structure of the legal parent. The increase reflects
the decrease in normalised total loss.
Financial review continued
41
BenevolentAI Annual Report 2022
Strategic report
Current assets
Current assets as of 31 December 2022 have increased
to£152.1 million (31 December 2021: £56.6 million),
largelydriven by an £89.6 million increase 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 2022 has materially strengthened to
£130.2million (31 December 2021: £40.6 million). The PIPE
drives this increase, backstop proceeds, Odyssey Acquisition
acquired cash, with gross proceeds of £186.8 million
(€225 million) and AstraZeneca collaboration proceeds,
offset by the settlement of Transaction expenses and
ordinary course working capital expenditure.
Warrants
Warrants as of 31 December 2022 have decreased to
£0.4million post-transaction close (31 December 2021: £nil),
part of the net assets acquired through the Transaction and
revalued atthe end of the reporting period.
Other current liabilities
Other current liabilities as of 31 December 2022 have
increased to £25.3 million (31 December 2021: £23.0 million),
reflecting an increase in trade payables for R&D-related
expenses as part of the Group’s core activities and
anincrease in deferred income under the
AstraZenecaagreements.
Normalised cash flow
Cash expended from operating activities before taxation and
Transaction-related items have increased to £77.8 million
for2022 (2021: £60.1 million), primarily driven by normalised
operating losses of £94.6 million.
Dividend
No dividend has been proposed for the year ended
31December 2022 (2021: nil).
Accounting policies
The Group’s consolidated financial information has been
prepared in accordance with international accounting
standards, as applicable to the EU, in conformity with
therequirements of Luxembourg law. The accounting
policies used in the consolidated financial information are
consistent with those in the audited financial statements.
Going concern
After making enquiries and/or producing cash flow
forecasts, the Directors have reasonable expectations,
asat the date of approving the financial statements, that
the Group will have adequate resources to fund activities
for at least twelve months from the date of the approval
of the financial statements. Although the business continued
to make losses throughout the year to 31 December 2022,
the Company and Group have sufficient funds, contracted
revenue and expected R&D tax receipts to support a cash
runway to Q4 2024. This is further discussed in the
financial statements.
Outlook
Subject to the top-line results of our BEN-2293 asset in
anadaptive Phase I/II clinical study (expected in Q1 2023),
weaim to out-license this asset inthe second half of 2023.
Inaddition, we also aim tosignan additional commercial
collaboration in 2023. Weanticipate that this additional
capital will extend ourcash runway beyond the guided
Q4 2024 runway, which excludes revenues from unsigned
out-licensing or collaboration agreements. In 2023,
prioritisation of clinical programme spend will support
ourasset BEN-8744, which will enter a Phase I study in
the first half of 2023. We will also invest in BEN-28010 with
the aim of filing aCTA in H2 2023 for GBM, advance assets
within our broader pipeline and bring new named drug
programmes into the pipeline. The Company will continue
to invest in the Benevolent Platform™ to increase the
understanding of underlying disease biology, power
thedevelopment of our in-house pipeline, and
supportcollaborations.
Principal risks facing the business
BenevolentAI operates an embedded 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 Group’s financial
performance and position. These include risks relating
tothe development of our drug portfolio and ability to
out-license, the commercialisation of our technologies
through collaboration, 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,
people, COVID-19, strategic acquisitions, and the
environment and climate change. These risks and the
Group’s mitigating actions are set out within pages 42 to
45 of this report.
Nicholas Keher
Chief Financial Officer
20 March 2023
42
BenevolentAI Annual Report 2022
Strategic report
Risks
During the year, the Group engaged with PwC to
conduct a governance, risk, and internal control
framework GAP analysis. This was in recognition of the
nature and size of the Group’s operations, which have
expanded in recent years, and its newly listed status.
The objective of this analysis was to identify best practice
and develop recommendations to drive consistency
and quality in the governance processes and internal
controls across the Group. Implementation of the
recommendations is ongoing and will continue to
be an area of focus in 2023.
The Group’s risk management framework provides the
structure by which the principal risks are managed. The
Board believes this risk management framework provides
enough structure to ensure the risk assessment process
is able to manage the current risks identified and has the
appropriate procedures in place to identify emerging risks.
Principal risks and uncertainties
The Board is accountable for identifying procedures to
minimise risk impact and implementing these at every
level of the business, in an ongoing process delegated to
and overseen by the Audit, Finance and Risk Committee.
The Executive Leadership Team manages the day-to-day
implementation of the risk management framework.
BenevolentAI monitors and manages the risks and
uncertainties of the Group and the particular risks
associated with its current business activities and
corporate profile. The principal risks below are those that
have been identified to date as being both significant
and specific to the Group. The principal risks are those
which could have an impact on the Group’s long-term
performance and include mitigating factors adopted to
alleviate these risks. This list does not purport to be an
exhaustive summary of the risks affecting the Group.
An evolving risk
managementframework
Risk management framework
Audit, Finance
and Risk
Committee
Executive
Leadership
Team
• Manages the day-to-day
implementation of the risk
management framework
• Oversees the Group’s risk
management and internal controls
• Reviews and monitors the Group’s
principal risks
• Monitors and has oversight
ofexternal audit
Board
• Ensures comprehensive risk
management and internal
controlsare in place and
operatingeffectively
Monitoring
Implementation
43
BenevolentAI Annual Report 2022
Strategic report
Principal Risks
1
Platform & 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 aims to mitigate this risk through having a close
relationship with its partners via steering group meetings.
We also aim to sign collaborations with leading biotech
andpharmaceutical companies to diversify our commercial
revenue streams and further validate our platform technology.
We have validated our capability in the Target ID space
withAstraZeneca taking five novel targets into their portfolio
and across two indications, leading to an extension of
thatcollaboration.
We are dependent on the Benevolent Platform™ to
identifythe right drug target for the right disease, but we
may fail to discover and design molecules with therapeutic
potential or that may not result in the discovery and
development of commercially viable products for us
orourcollaborators.
The Company continues to invest in the Benevolent Platform™
and our people to drive innovation. Furthermore through
diversification of our drug discovery deployments across our
chosen target indications we can mitigate this risk further.
We believe our approach of an enhanced understanding
ofdisease that the Benevolent Platform™ provides enables
scientists to discover new drug targets with a higher
probability of clinical success.
The Benevolent Platform™ relies on key data suppliers
forits Knowledge Graph.
We mitigate this risk through utilising a multimodal approach
with over 85 different data sources and over 100 data providers.
We sign multi-year agreements where appropriate and also
continue to grow our own proprietary data.
2
Product pipeline, drugdevelopment anddiscovery
Risk description Mitigations
All of our drug candidates areinearly-stage pre-clinical
development or clinical development and are not yet
commercially approved. Technical, pre-clinical, clinical
orregulatory milestones may not be achieved,
leadingtodelays, changes or the abandonment
ofdevelopmentprogrammes.
Additional regulatory requirements may also be required
before approval, similar to other biotech companies and
those working in AI drug discovery.
The Company accepts this risk but believes our data
foundations approach will lead to a higher probability
ofclinical success for assets developed utilising the
Benevolent Platform™.
To further mitigate this risk, we consult with the regulator
early in the development process to understand any concerns
identified and look to remedy these ahead oftime.
We then aim to have a broad mix ofpipeline assets across
multiple stages of development and with varying risk profiles
for both the compound (best-in-class and first-in-class) and
the target (undrugged and drugged).
Finally, we will also mitigate this risk by partnering with other
larger, more experienced, pharmaceutical companies on
product development where appropriate.
44
BenevolentAI Annual Report 2022
Strategic report
Risks continued
Principal Risks continued
2
Product pipeline, drugdevelopment anddiscovery (continued)
Risk description Mitigations
We are dependent on third parties such as CROs to deliver
on our pre-clinical and clinical development timelines.
The Company works with leading international blue chip
CROs in the development of its products to minimise this
risk. We are also investing further into our clinical capability
within our target indications where we only intend to
continue in-house development of our pipeline assets.
Others may discover, develop or commercialise products
before we do.
To mitigate this risk the Company conducts a thorough
assessment (commercial, scientific, horizon scanning, etc.)
ofthe chosen indications it is seeking to develop
pharmaceutical products.
The Company then aims to develop pharmaceutical assets
for drug targets where there is no current therapeutic
available for that target or for that target in the chosen
indication. We aim to garner composition of matter for all
ofour products that are developed alongside other forms
ofIP protection (use patents, etc.).
3
Operational
Risk description Mitigations
The Company’s ability to deliver on its strategic objectives
could be adversely impacted by failure to recruit, develop
and retain the right people.
The Company’s recruitment processes are tailored to
identify and attract the best candidates for specific roles,
whilst offering appropriate remuneration packages to help
recruit and retain key employees. Inaddition, all permanent
employees are given the opportunity to become
shareholders of the Company.
The Company provides significant opportunities for learning,
development and leadership training, demonstrated by its
Future Leaders Programme to assist career development
and improve competency.
To support our people strategy we welcomed a Chief
People Officer onto the Executive Leadership Team during
the year.
Security of information, both for our internal information
technology systems and those of our thirdparties.
The Company mitigates against this risk through a mixof
in-house and outsourced support to maximise protection.
The Company has also invested in the protection of its data
and IT systems from the threat of cyber-attack and insured
against this risk. Cybersecurity procedures exist to minimise
this risk.
Intellectual Property (IP) protection and the potential
forbreach of confidential information, misuse of trade
secrets, or other loss of valuable IP both in relation to
ourdrug products and the Benevolent Platform
TM
.
We actively manage our IP, engaging with specialists
toapply for and defend IP rights. We file appropriate
patents 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
TM
.
We aim to file composition-of-matter patents for all of our
products, where applicable, that are developed, alongside
other forms of IP protection (use patents, formulation
patents, trade secrets, etc.).
45
BenevolentAI Annual Report 2022
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
further investment in the Benevolent Platform
TM
.
We raised gross proceeds of £186.8 million (€225 million)
inApril 2022 through the Business Combination and placing
ofshare capital, to scale the Group’s business model.
We also extended our collaboration with AstraZeneca,
leading to incremental revenues and the potential for
future milestones and revenues through the development
of pharmaceutical products utilising targets selected by
theBenevolent Platform
TM
.
We aim to add further commercial collaboration agreements
to our existing relationship with AstraZeneca to broaden
our current and future 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 expenditure and adversely affect cash
flow and cash runway.
Recent planned changes to the UK R&D tax credit scheme
are likely to lead to a reduction in received tax credits in
2025 and beyond and have been incorporated into our
financial guidance. 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 licence 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.
5
Other
Risk description Mitigations
The Company is exposed to adverse local political decisions,
changes in laws and regulations and/or economic events
impacting the pharmaceutical, technology and AI industries,
e.g. Brexit, potential changes to pricing of pharmaceutical
products, new AI regulation or adverse new laws impacting
the pharmaceutical or life sciences industries.
The Group regularly monitors developments in key geographies
and maintains strong relationships with regulatory bodies
and trade associations to enable the Group to respond rapidly
to local changes in circumstances or events.
Climate Risk impact
The Group’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 does not perceive an 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 2022.
Other risk considerations
The Groups Risk Management and exposures are discussed further in note 30 of the consolidated financial statements,
including market, credit, liquidity and foreign exchange risk.
Ukraine
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 region, management’s view and experience to date is that these
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.
The macroeconomic environment andpandemic tail end
As the Group navigates past the tail end of the 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.
Like all business, we are experiencing the after effect of the pandemic and the war in the Ukraine through high inflation, which
Management has factored into our budget and long range plans, including downside scenarios, to ensure we can deliver on our
mission and operate within our means. Post-pandemic, we continue to focus on our staff to ensure strong engagement and
continued high productivity. We are reviewing and monitoring optimal ways of working and have recently surveyed staff to
ensure that their new working preferences are well understood. We will use this information to further refine the right balance
for our workforce to allow for maximum collaboration in our offices and the flexibility and productivity of working from home.
46 BenevolentAI Annual Report 2022
Governance
Board of Directors
Dr. François Nader M.D.
Chair
Jean Raby
Senior Independent
Non-Executive Director
Board of Directors
Appointment to the Board
April 2022, previously Chair of
BenevolentAI Ltd, appointed
July2021.
Experience andexpertise
Dr. Nader was CEO 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 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 chairof
Talaris Therapeutics and Neurvati
Neurosciences. He serves as board
director of Moderna and RING
Therapeutics and as senior adviser
to Blackstone Life Sciences.
Appointment to the Board
April 2022, previously CEO of
BenevolentAI Ltd, appointed
May2018.
Experience and expertise
Joanna Shields (Baroness Shields)
has over three decades of
experience building and leading
technology companies, including
as senior executive at Google,
Facebook and Aol. Prior to joining
BenevolentAI, she served in the UK
Government as Under Secretary
of State and Minister forInternet
Safety & Security, the Prime
Minister’s Digital Economy Adviser,
Ambassador for Digital Industries
and Chair and CEO of TechCityUK.
She also served as a non-executive
director at the London Stock
Exchange Group.
Joanna holds a Bachelor of
Science from Pennsylvania State
University and an MBA and
Doctorate Honoris Causa from
The George Washington University.
In 2014, she was appointed OBE
for services to digital industries
and voluntary service to young
people and made a Life Peer of
the House ofLords.
Current external appointments
Joanna sits as the co-chair of the
Steering Committee and chair
ofthe Multi- stakeholder Experts
Group Plenary on the Global
Partnership on Artificial
Intelligence (GPAI) and is also
aCommissioner on the Oxford
Commission on AI & Good
Governance (OxCAIGG) of the
University of Oxford. She is the
founder and a board member
ofthe WeProtect Global Alliance,
a global multi-stakeholder
organisation dedicated to
combating online child sexual
abuse and exploitation.
Appointment to the Board
April 2022.
Experience and expertise
Dr. Olivier Brandicourt 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
CEO since April 2015. Prior to
joining Sanofi, he was the CEO
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,
Dewpoint Therapeutics, and
AvenCell (Chair).
Appointment to the Board
April 2022.
Experience and expertise
Mr. Jean Raby is a Partner at
Astorg, a Pan-European private
equity firm, which he joined in
May 2022. Immediately prior to
joining Astorg, he was the Co-CEO
of Odyssey Acquisition and a
Sponsor Principal; Odyssey
Acquisition wasa special purpose
acquisition company listed in
Amsterdam inJuly 2021 that
merged with BenevolentAI in
April 2022. Jeanisthe former CEO
of Natixis Investment Managers
and a former member of the
Senior Management Committee
of Natixis.
Jean started his career as a
corporate lawyer with 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
CEO of the division for France,
Belgium and Luxembourg.
In2006, Jean became co-head
ofGoldman Sachs’s Paris office
before becoming Co-CEO of
Goldman Sachs in Russia in 2011.
From 2013 to 2016, he was
Executive Vice-President and
Chief Financial and Legal Officer
of Alcatel-Lucent. In 2016 and
before joining Natixis in 2017,
hewas appointed CFO of SFR.
Jean 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 a member of the board of
directors of AerCap Holdings NV
and Fiera Capital.
Joanna Shields
(Baroness)
Chief Executive Officer
Dr. Olivier Brandicourt
Non-Executive Director
Combines deep expertise across AI, pharma, drug discovery and development.
A
N
A
R
I
II
N
A
47BenevolentAI Annual Report 2022
Governance
Dr. Jackie Hunter
Non-Executive Director
Prof Sir Nigel Shadbolt
Non-Executive Director
Dr. John Orloff
Non-Executive Director
andWorkforce
Non-Executive Director
Appointment to the Board
June 2022.
Experience and expertise
Dr. Susan Liautaud 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;
a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 is a lecturer on
cutting-edge ethics at Stanford
University having started her
career as a corporate lawyer
atSullivan & Cromwell.
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
Professor Sir Nigel Shadbolt
(FRSFREng FBCS) 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 is a leading researcher
inartificial intelligence and was
one of the originators of the
interdisciplinary field of
webscience.
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 continued
releaseof Government open
data.Nigel continues to advise
the Government in a number
ofroles.
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 and
Principal of Jesus College and
Professorial Research Fellow
inComputer Science at the
University of Oxford. He is a
Fellowthe Royal Academy of
Engineering and the British
Computer Society.
Appointment to the Board
April 2022, previously on the Board
of Directors of BenevolentAI Ltd
since September 2021.
Experience and expertise
Dr. John Orloff was Executive
VicePresident and Global Head
ofResearch & Development at
Alexion where his leadership in
expanding the development
pipeline from three to 30 programs
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.
Appointment to the Board
April 2022, previously on the Board
of Directors of BenevolentAI Ltd
since March 2016.
Experience and expertise
Dr. Ann Jacqueline (Jackie)
Hunterhas had an extensive
career in the pharmaceutical
industry including senior vice
president of Neurology and
Gastrointestinal Centre of
Excellence for GlaxoSmithKline.
She was Chief Executive of Clinical
& Strategic Partnerships and CEO
of BenevolentAI Bio Limited until
June 2020.
Jackie holds a Bachelor of Science
and PhD in Psychology from
Royal Holloway College, University
of London and was appointed
CBE in 2010 for services to the
pharmaceutical industry.
Current external appointments
Jackie serves on the board of
A*Star Singapore, Brainomix Ltd,
Stevenage Bioscience Catalyst,
and the Sainsbury Laboratories
Norwich. She is the CEO at
OIPharma Partners Ltd. She is
aFellow of the Royal Society of
Biology, The Zoological Society of
London, the British Pharmacology
Society and the Academy of
Medical Sciences.
Dr. Susan Liautaud
Non-Executive Director
D
N
R
D
Remuneration Committee
R
Independent DirectorsI
Chair of Committee
Key to committee membership
Audit, Finance and Risk Committee
A
Research and Development CommitteeD
Nomination and Governance Committee
N
D
R
N
R
I I I
48 BenevolentAI Annual Report 2022
Governance
Executive Leadership Team
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
Dr. Ivan Griffin 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 post doctoral research.
Appointed to role
April 2022, previously in this
roleatBenevolentAI Ltd since
March2022.
Skills and experience
Nick started his career as a
pharmacist before moving to
GSKwhere he completed his
CIMA accountancy qualification
working within R&D, Pharma
andGlobal Manufacturing and
Supply strategy.
He has 15 years of experience in
the pharma and biotech industry.
Prior to joining BenevolentAI,
Nickwas CFO of Clinigen, a UK
AIM-listed global pharmaceutical
and pharma services company
with over £450 million of revenue
thatwas acquired by Triton PE
for£1.3 billion.
Nick previously spent eight years
as a top-rated analyst covering
the healthcare sector, initially
atthe investment bank Investec
and then Royal Bank of Canada,
where he was Managing Director
and Head of the Healthcare
Equity Research desk for Europe,
building their healthcare equity
research platform.
Appointed to role
April 2022, previously in this role
atBenevolentAI Ltd since
September 2019.
Skills and experience
Dr. Phelan 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
EVP Head of Research at the
biotech Mission Therapeutics.
Anne holds a Bachelor of Science
and PhD in Genetics from the
University of Liverpool.
Nicholas (Nick) Keher
Chief Financial Officer
Dr. Ivan Griffin
Co-Founder & Chief
OperatingOfficer
Dr. Anne Phelan
Chief Scientific Officer
Appointed to the role
April 2022, previously CEO of
BenevolentAI Ltd, appointed
May 2018.
Experience and expertise
Joanna Shields, (Baroness Shields)
has over three decades of
experience building and leading
technology companies, including
as senior executive at Google,
Facebook and Aol. Prior to joining
BenevolentAI, she served in the
UK Government as Under
Secretary of State and Minister
forInternet Safety & Security, the
Prime Minister’s Digital Economy
Adviser, Ambassador for Digital
Industries and Chair and CEO of
TechCityUK. She also served as
anon-executive director at the
London Stock Exchange Group.
Joanna holds a Bachelor of
Science from Pennsylvania State
University and an MBA and
Doctorate Honoris Causa from
The George Washington
University. In 2014, she was
appointed OBE for services to
digital industries and voluntary
service to young people and
made a Life Peer of the House
ofLords.
Joanna Shields
(Baroness)
Chief Executive Officer
49BenevolentAI Annual Report 2022
Governance
Dr. Daniel 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 & 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 programs. Prior to joining
BenevolentAI, Anna worked as
Chief People Officer at the digital
health company, Kry Livi. Anna
previously worked as SVP 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
Dr. Daniel Neil (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Ph.D. 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
50 BenevolentAI Annual Report 2022
Governance
Corporate governance statement
Matters reserved for the Board
The Board has a schedule of matters specifically reserved
for its approval covering key areas such as strategy and
management, any major projects and capital expenditure,
capital structural changes, Board membership and
appointments, key financial matters, acquisitions
anddisposals, major contracts, oversight of corporate
governance, corporate social responsibility and risk
management, and remuneration. These matters are
delegated to the Board Committees, the Executive
Director, the Executive Leadership Team and senior
management, where appropriate. The schedule of
matters reserved for the Board and Terms of Reference
foreach of its Committees can be found on the website,
www.benevolent.com.
Key activities for the Board since April included:
Strategy and
risk
management
• Preparing the Company as a listed
company. Completion of GAP analysis
by external third party (PwC) to
understand areas to strengthen
acrossthe Company in this regard
• Post-Business Combination, the
completion, development and
approval of the Company’s
long-term strategy
• Appointment of new external auditor
• ESG strategy setting for 2023
Board • Three new Non-Executive Directors
appointed since the completion of
theBusiness Combination – Dr. Olivier
Brandicourt, Jean Raby and
Dr.Susan Liautaud
• Co-founders Kenneth Mulvany and
Michael Brennan stepped down on
30June and 30 September respectively
• Post-year end, appointment of
aWorkforce NED and Senior
Independent Director
Financial
performance
• Approval of 2022 budget
• Approval of the 2022 interim
financialstatements
• Approval of the 2023 budget
• Delivery of the 2022 budget in line
with expectations and net cash at
thetop end of guidance
Corporate
governance
• Evaluation of potentially applicable/
appropriate corporate governance
codes and commitment to, and
compliance with, the QCA Code
• Implementation of four new
BoardCommittees
Introduction
tocorporate
governance
The Board believes in the importance of good corporate
governance and is aware of its overall responsibility for
achieving this and for supervising the general affairs
andbusiness of the Company and its subsidiaries.
2022 has been a year of transition from private to
publiccompany, as BenevolentAI Limited (a UK private
company prior to the Business Combination) merged
with Odyssey Acquisition S.A. (a Luxembourg SPAC).
Theresultant Company is now a Luxembourg 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). However, in preparation for completion of
theBusiness Combination the Company conducted
adetailed analysis of a series of possible options for
adhering to a formal and robust governance framework
that was most appropriate to the size and stage of
theCompany.
From the point of completion of the Business
Combination, and on an ongoing basis, the corporate
governance rules of the Company have been based on
applicable Luxembourg laws, the Company’s Articles of
Association, and its internal regulations – in particular
theBoard Rules. Additionally, and as stated in our Listing
Prospectus in April 2022, it was the Company’s intention
following the above referenced review, and on a voluntary
basis within approximately twelvemonths of listing,
toapply and comply with the Quoted Companies
Alliance (QCA) Corporate Governance Code (QCA Code).
TheCompany has now formally adopted the QCA Code
and more detail can be found under the “Corporate
Governance Framework” heading on page 51 of the
Annual Report.
Role of the Board
The Board is responsible for leading and controlling the
Company and has overall authority for the management
and conduct of its business, strategy, business model
anddevelopment. The Board is focused on ensuring
thelong-term sustainable success of the Company and
thecontinuous creation of value for its shareholders
andstakeholders.
51BenevolentAI Annual Report 2022
Governance
Board composition
The Board comprises eight Directors: an independent
Non-Executive Chair, one full time Executive Director
andsix Non-Executive Directors (five being independent,
with Dr. Jackie Hunter being non-independent as a
former executive of the Company within the last three
years). Post-year end, the Board appointed Jean Raby
toan additional new role as Senior Independent
Non-Executive Director and Dr John Orloff as
WorkforceNon-Executive Director.
The composition of the Board is monitored by the
Nomination and Governance Committee, whose work
onthis topic in 2022 is detailed in the Committee Chair’s
report on pages 59 and 60. The Board is satisfied that its
members and the members of the Executive Leadership
Team have a blend of skills, experience, knowledge and
independence suited to the Company’s needs and
continuing development, while noting that the Board
was only formed in April of this year. Biographies are
setout on pages 46 and 47.
Corporate Governance Framework
BenevolentAI considers that the QCA Code is currently
the most suitable framework for our business and stage
of development; consequently, it has now formally
adopted the QCA Code. The Board understands that the
application of the QCA Code supports the Company’s short
to medium-term success whilst simultaneously managing
risks and provides an underlying framework of commitment
and transparent communications with stakeholders.
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 2018, subject to any
necessary modifications considering the Company’s
business and stage of development. The Company
continues to work to determine what adjustments to
itsexisting practices are needed to reach this goal in
themedium to longer term and has already started
aprogramme of implementation.
Audit, Finance and
RiskCommittee
pages 56 to 58
Remuneration
Committee
pages 63 to 73
Board
Nomination and
Governance Committee
pages 59 and 60
Research and
Development Committee
pages 61 and 62
The Company has the following Board Committees:
52 BenevolentAI Annual Report 2022
Governance
Corporate governance statement continued
corruption, fair competition and anti-slavery and human
trafficking. Further information about our policies can be
found on our website.
Risk management and internal controls
The Board has overall responsibility for the Company’s
internal control systems and for monitoring their
effectiveness. The Company undertook a comprehensive
review of corporate risks in the run-up to the completion
of the Business Combination in April 2022. As part of
acontinual review process, in early 2023 the Company
intends to supplement this work with a refreshed risk
management framework that identifies and addresses
allrelevant risks in order to execute and deliver the
Company strategy. The Audit, Finance and Risk
Committee oversees this process. See also “Risk
Management” onpage 42.
Engagement with stakeholders
Details of how the Company engaged with its
stakeholders can be found on pages 24 and 25.
Shareholders
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, Group
investor meetings and analyst outreach. The Company
regularly meets with existing and prospective investors.
Any direct feedback received from shareholders is
carefully examined and actioned as appropriate.
Employees
The Board receives regular updates on People matters
and employee engagement at its quarterly meetings.
This includes briefings on organisational structure and
other positive initiatives to support health and wellbeing
and engagement. From time to time, employees are
invited to attend various Board and Committee meetings
to present on key operational and strategic matters.
Annual General Meeting (AGM)
The Company’s Annual General meeting (AGM) is
scheduled to take place at 2pm CET on 4 May 2023 and
will beheld at the offices of Elivinger Hoss & Prussen,
theCompany’s Luxembourg corporate counsel.
Major shareholdings
The Company had 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 MAR:
• Kenneth Mulvany: 23.43%;
• Temasek Holdings: 12.68%;
• Odyssey Sponsor: 8.22%;
• LF Equity Income Fund: 6.30%; and
• ABG-WTT Global Life Science Capital Partners
GPLimited 5.42%.
Roles and responsibilities of the Board
The Chair of the Board leads and guides the rest of the
Board of Directors and acts as a direct liaison between the
Board and management, typically via the CEO. TheCEO is
responsible for the running of the Company. In 2023, and
appointed post-period in March, the Senior Independent
Director will be responsible for acting as a sounding board
for the Chair, and an intermediary for other Non-Executive
Directors, to help appraise the Chair’s performance and
from time to time to act as an alternative point of contact
with investors and other stakeholders. The Non-Executive
Directors represent independent and diverse perspectives
and perform duties of strategic planning and oversight.
Attendance at meetings
The Board meets regularly on a quarterly basis, with
additional meetings in-between as required. Details
ofCommittee meetings are set out in each Committee
report. Since April the full Board met six times, in April,
June, July, September, November and December, and
aslisted below:
Director
Meeting attendance from
Aprilto 31 December 2022
Dr. François Nader (Chair) 6/6
Prof Sir Nigel Shadbolt 6/6
Dr. John Orloff 6/6
Dr. Jackie Hunter 6/6
Joanna Shields 6/6
Dr. Olivier Brandicourt 6/6
Jean Raby 6/6
Dr. Susan Liautaud 4/4 (appointed to Board
30June)
Kenneth Mulvany 2/2 (resigned on 30 June)
Michael Brennan 4/4 (resigned on
30September)
The Board has a wide range of skills and experience and
takes its responsibilities and legal obligation to promote
the interests of the Company very seriously. To enable
theeffective discharge of its duties, the Board is provided
with briefing papers in advance of every meeting. All
Directors have access to the advice and services of the
Company Secretary, who is responsible for ensuring that
the Board procedures are followed, and that applicable
laws and regulations are complied with.
Corporate culture and business conduct
Our culture is underpinned by a clear set of values, which
help guide decision making at all levels in the business.
The Board expects the business to foster relationships
and operate high standards of business conduct. The
Board reviews and approves the Company’s policies
which have been implemented and communicated
internally and externally to those who are expected to
adhere to them. For example, this includes policies on
diversity and inclusion, the prevention of bribery and
53BenevolentAI Annual Report 2022
Governance
Shareholder structure
Shareholder structure as at 31 December 2022
Number of shares
A shares –
Publicshares
Undiluted shares 117,488,722
Granted share options (vested and unvested): 20,888,543
B shares –
Sponsorshares
2,500,000
Public Warrants Warrants (Class A) 10,000,000
Sponsor Warrants Warrants (Class B) 6,600,000
Treasury shares 25,137, 581
The Company has issued two classes of shares: A shares
and B shares. Each share is entitled to one vote.
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. 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. Each B share
entitles its holder to the right to attend and to cast one vote
at a general shareholders’ meeting.
The B shares are subject to certain transfer restrictions (as
described in more detail in the Restrictions section (below)
and fully in the Articles of Association of the Company).
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 Company has issued two types of warrants: Public
and Sponsor.
Public Warrants – Warrants (Class A)
The Company has issued 10,000,000 Public Warrants.
ThePublic Warrants are traded on the Amsterdam
StockExchange.
Public Warrants allow holders to subscribe for A shares.
The Public Warrants are exercisable at any time. The
Public Warrants will expire on the first business day
afterthe fifth anniversary of completion of the Business
Combination (22 April 2022), or earlier upon redemption
of the Public Warrants. A holder of Public Warrants may
exercise its Public Warrants only for a whole number
ofAshares. Each whole Public Warrant entitles the
registered holder to purchase one A share at an exercise
price of €11.50 per A share, subject to the adjustments
described in the Prospectus.
Public Warrant Redemption
The Company can also redeem the Public Warrants, with
this feature not being applicable to Sponsor Warrants,
under certain circumstances, for example if the price
ofAshares exceeds €18.00 or, with the consent of the
Sponsor, if the price of A shares exceeds €10.00 but is less
than €18.00. Details of redemption of Public Warrants by
the Company are described fully in the Articles of
Association of the Company.
Sponsor Warrants – Warrants (Class B)
6,600,000 Class B warrants held by the sponsor and the
Anchor Investors that will be exercisable for A shares in
accordance with the Promote Schedule, where following
the completion of the Business Combination, 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). Each whole Sponsor Warrant entitles the
registered holder to purchase one A share at an exercise
price of €11.50 per A share, subject to the adjustments
described in the Prospectus. The Sponsor Warrants do
not have the redemption feature of the Public Warrants.
Restriction on Sponsor shares and Sponsor Warrants
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 other than
under certain limited circumstances for a period of three
hundred and sixty-five (365) days after the closing date
ofthe Business Combination or earlier:
(i) after one hundred and fifty (150) days post-completion
of the Business Combination, the share 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
(ii) if after the 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.
54 BenevolentAI Annual Report 2022
Governance
Amendment of Articles
Rules governing the amendment of articles of association
are set out in article 13.35 of the Articles of Association
ofthe Company.
Issue and buy-back of shares
Rules governing the issue or buy back shares of the
Company are set out in articles 6.6 and 7 of the Articles
ofAssociation of the Company.
Share redemption immediately before the
TransactionClose
As detailed in note 4 of the Group financial statements,
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.
Internal control procedures
The Board of Directors has the overall responsibility for
ensuring that the Company maintains a sound collection
of internal controls, including financial, operational and
compliance controls. Consistent with the evolving journey
of the Group, the formalisation of these controls is an area
of focus for the Executive Leadership Team in 2023, through
the implementation of an internal control framework.
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 control, 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, trained and are kept up to date with relevant
changes in International Financial Reporting
Standards (IFRS);
• additional external expertise and support is combined
with the Group’s team experience to navigate the
additional reporting obligations of Luxembourg
standalone company reporting and the Dutch listing
obligations, where knowledge is being built in
the team;
• appropriate accounting and financial reporting policies
and procedures are in place, regularly reviewed
and updated;
• 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;
• this control framework will look to be enhanced through
the implementation of additional workflow-based
controls and validations during 2023, with a view to
reinforcing control, process standardisation and
efficiency;
• 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 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, 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;
Corporate governance statement continued
55BenevolentAI Annual Report 2022
Governance
• 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,
consistent with matters reserved for the Board; and
• any material weaknesses in the system of internal
controls identified either internally or by the external
auditor are promptly and fully addressed.
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 Executive Leadership Team’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. The exception was at the
close of the Transaction, in using a forward instrument,
settled and closed shortly after, to manage currency
risk for funds received in Euros and immediately
converted to GBP, reflecting the Group’s routine
operating currency;
• 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 liquidity of funds on a timely
basis; 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;
• the most material area of Tax focus for the Group is
related to R & D Tax Credit claims under the UK Small
Company Regime, which are submitted annually
toHisMajesty’s Revenue and Customs (HMRC) 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; 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.
56 BenevolentAI Annual Report 2022
Governance
Audit, Finance and Risk Committee report
Key highlights
• Audit, Finance and Risk Committee
establishment covering Terms of Reference
and Workplan, delegation of authority
refresh, Treasury Policy formalisation
• Appointment of new auditors
• Inaugural delivery of timely and accurate
financial reporting
• Post-listing review by PwC and closure of
identified gaps, including a risk and treasury
roadmap and adding certain key skills
to our teams
Members of the Committee
Jean Raby Committee Chair
Dr. François Nader Committee member
Dr. Olivier Brandicourt Committee member
Meeting attendance
Director Meetings*
Dr. François Nader
Jean Raby
Dr. Olivier Brandicourt
* Attendance from April to 31December2022.
Dear shareholders
As Chair of the Audit, Finance and Risk Committee, I am
pleased to present you with the Committee’s report for
the year ended 31 December 2022. This report details the
work of the Committee since its formation in April 2022
when the Business Combination completed.
The purpose and function of the Audit, Finance
and Risk Committee
The role of the Audit, Finance and Risk Committee is to
monitor and review the integrity of financial information
and to provide assurance to the Board that the Company’s
internal controls and risk management processes are
appropriate and regularly reviewed. The Committee’s role
in the Company’s governance framework is to provide
independent challenge and oversight of the accounting,
financial reporting, internal control and risk management
processes. In meeting these responsibilities, the Committee
continues to consider the provisions of the QCA Code to
the extent applicable to the Committee and the FRC
Guidance on Audit Committees.
We also oversee the work of the external auditor, approve
its remuneration and recommend its appointment. As
the Group continues to develop, the Committee plays a
key role in the governance around audit and risk. This
report sets out areas of significance and particular focus
for the Committee.
Composition and attendance
The Audit, Finance and Risk Committee has been chaired
by me since its inception with Dr. Olivier Brandicourt, and
Dr. François Nader appointed as Committee members.
The Board considers that all members of the Committee
are independent and have competencies relevant to the
sector in which the Company operates. As Chair of the
Committee, I personally have over 30 years’ financial, risk,
legal and commercial experience across investment
banking, as both CFO and CEO in listed companies
andas a corporate lawyer to help guide the Committee.
As such, the Committee, consistent with the Group’s
adoption beyond the QCA Code in adopting certain
UKCode requirements, meets the expectation for the
Committee to include at least one member with recent
and relevant financial experience.
The biographies of all Committee members are detailed
on page 46. Meetings are attended by the members
ofthe Committee and others who attend by invitation,
being principally the CEO, CFO, Group Finance Director
(SVP Finance), General Counsel and Company Secretary.
Other members of executive and senior management
may be invited to attend to provide insight or expertise in
relation to specific matters. The PwC Engagement Leader
and other representatives of the external auditor are also
invited to attend Committee meetings to present their
reports on the interim results and full-year audit. They
also present their proposed audit plan to the Committee.
The Committee met four times formally in 2022 – twice
inJune, once in September and once in December.
Inaddition, as Committee Chair, I also meet with the
External Audit Engagement Partner outside of Committee
meetings to discuss, significant transactions, reporting
topics and other matters which are relevant to the
external audit.
57BenevolentAI Annual Report 2022
Governance
Audit, Finance and Risk Committee
responsibilities and principal activities for 2022:
The Committee formally reviewed and adopted new
Terms of Reference during the period which can be
found on the Company’s website. These new Terms of
Reference have been adopted to help the Committee
assist the Board in its oversight of the Group’s financial
budgeting, planning and reporting, internal control and
risk management and in doing so seek to ensure that
shareholders’ interests are protected, and the Company’s
long-term strategy is supported. This report summarises
our key activities since the Business Combination completed
in April 2022.
Internal controls and risk management
• As part of the closing activities, PwC, prior to appointment
as auditor, was engaged to review for any gaps in our
operating, compliance, reporting and risk management
activities. The subsequent report was then discussed
with the Committee and workstreams were initiated to
close the gaps and bring their related activities into the
ordinary workstreams supporting the business.
• During the year the Committee undertook a number
ofset-up activities related to: Treasury Policy and
management formalisation, spend authorisation
updates (Delegation of Authority review) including
“Matters Reserved for the Board” and a review of the
Disclosure Committee and Disclosure Policy.
External audit
• Given both BenevolentAI and Odyssey SPAC had
different audit firms prior to the Business Combination
a formal tender process was carried out post-close to
decide upon the appointment of an appropriate audit
firm to fit the enlarged Group. This process included
proposals from multiple top-tier audit firms with PwC
chosen by the Audit Finance and Risk Committee to
beauditor for the Group for the 2022 period.
• Subsequent to the appointment of PwC as Auditors,
the audit plan, including significant areas of audit focus
due to complexity or judgement, was presented and
approved by the Committee on 9 December.
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
indetermining revenue recognition, goodwill and
intangible impairments reviews, Share-based payment
charges, investment balances (including BenevolentAI
standalone), the going concern assumption and
valuations related to financial liabilities (Warrants). As
described in the financial statements (pages 79 to 111)
the Committee have found the significant accounting
judgements and estimates to be appropriate.
• The Committee provided review and oversight of
theinterim results, published on 27 September 2022,
including the analyst and investor presentation
materials and broader IR engagement strategy.
• Alongside the Auditor presented 2022 audit plan, the
Company’s internal Annual Report production plan
wasalso presented and approved by the Committee
on9 December. The Committee reviewed the content
of the Annual Report and Accounts post-period end
with the final report approved by delegated authority.
Financial planning
• Given the experience within the Committee, the initial
Post-Close Budget (PCB) review and challenge was
established as a responsibility of the Committee, for
onward recommendation to the Board.
• For both the PCB and 2023 Budget, the Committee
reviewed the Company’s overall objectives and
associated budget, with appropriate challenge on
cost,strategy, benchmarking with peers and maturity
of theGroup. 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.
As the Group continues to develop,
the Committee plays a key role
inthe governance around audit
andrisk.
58 BenevolentAI Annual Report 2022
Governance
Reappointment of external auditor
At the forthcoming Annual General Meeting (AGM) on
4May 2023, 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 2023 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
apolicy, which sets out a framework and approval process
for determining whether it is appropriate to engage the
Group’s 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 7 to the Group’s consolidated
financial statements. Subsequent to the Gap Analysis
undertaken by PwC post-close and prior to appointment
as Auditors, no non-audit services have been provided
bythe audit firm 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 and the
further development of the control and risk environments
post-completion of the Business Combination. This will
continue as the Group grows and develops in line with
itsstrategy, and we will ensure that finance and risk
management capability is enhanced to manage an
increasingly large business.
Jean Raby
Audit, Finance and Risk Committee Chair
20 March 2023
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
auditors of 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
has constructive relationships with the relevant parties
and that the External Audit Engagement Partner
provided 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 External Audit
Engagement Partner understands the business and
constructively challenges management and 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 was 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 9 December 2022, and
further refreshed at the meeting on the 13 March 2023,
during the concluding stages of the audit. Based on the
review set out above, the Committee is satisfied with
theexternal auditor’s independence, effectiveness
andobjectivity.
Audit, Finance and Risk Committee report continued
59BenevolentAI Annual Report 2022
Governance
Nomination and Governance Committee report
Dear shareholders
On behalf of the Board, I am pleased to present our
Nomination and Governance Committee report for the
year ended 31 December 2022. This report details the
activities of the Committee since its formation in April 2022
following completion of the Business Combination.
The Nomination and Governance Committee will, among
other things, review the composition of the Board and
recommend candidates for appointment to the Board
and the Board Committees, including formulating
succession plans and assisting with the evaluation of
Board performance. Its remit also includes an oversight
ofgovernance-related matters, including the Board’s
governance framework and ESG-related activity.
Nomination and Governance Committee
membership and activities
The Nomination and Governance Committee comprises
Dr. François Nader (Chair), Dr. Olivier Brandicourt, Prof Sir
Nigel Shadbolt and Dr. Susan Liautaud (since January 2023)
and it will typically meet at least four times a year.
The Committee’s key activities include:
• regularly reviewing the structure, size and composition
(including the skills, knowledge, experience and diversity)
of the Board and making recommendations to the
Board with regard to any changes;
• giving full consideration to succession planning for
Directors and other senior executives in the course
ofitswork, taking into account the challenges and
opportunities facing the Company, and what skills
andexpertise are therefore needed on the Board
inthe future;
• identifying and nominating for the approval of the
Board or the general meeting of shareholders, as
applicable, candidates to fill Board vacancies as and
when they arise;
• before appointment is made by the Board or the
general meeting of shareholders, as applicable, evaluating
the balance of skills, knowledge, experience and diversity
on the Board, and, in light of this evaluation, preparing
a description of the role and capabilities required for
aparticular appointment;
• reviewing the results of any Board performance
evaluation process that relate to the composition
ofthe Board;
• reviewing annually the time required from Non-Executive
Directors and assessing whether they are spending
enough time to fulfil their duties;
• reviewing the leadership needs of the Company, both
executive and non-executive, with a view to ensuring
the continued ability of the Company to compete
effectively in the marketplace;
Key highlights
• Establishing the Nomination and Governance
Committee, its Terms of Reference, and
workplan for the year ahead
• Strengthening the Board with the
appointment of Dr. Susan Liautaud as
Non-Executive Director in June 2022, as
member of the Remuneration Committee
inJuly 2022 and member of the Nomination
and Governance Committee in January 2023
• Conducting the Board’s first evaluation
questionnaire in Q4 2022
Members of the Committee
Dr. François Nader Committee Chair
Dr. Olivier Brandicourt Committee member
Prof Sir Nigel Shadbolt Committee member
Meeting attendance
Director Meetings*
Dr. François Nader (Chair)
Dr. Olivier Brandicourt
Prof Sir Nigel Shadbolt
* Attendance from April to 31December2022.
60 BenevolentAI Annual Report 2022
Governance
Nomination and Governance Committee report continued
Nomination and Governance Committee
membership and activities continued
• providing oversight of the Board’s governance
framework, including monitoring the Company’s
compliance with applicable laws and regulations;
• considering the Company’s overall corporate
governance framework;
• reviewing the Company’s environmental, social and
governance (ESG) work;
• reviewing Company delegation of authority, Director
conflicts and independence; and
• making recommendations to the Board concerning:
• plans for succession for both Executive and
Non-Executive Directors and in particular for the
keyroles of the Chair and the CEO;
• the membership of Board Committees, in consultation
with the Chairs of thoseCommittees;
• the reappointment of any Non-Executive Director at
the conclusion of their specified term of office having
given due regard to their performance and ability to
continue to contribute to the Board in light of the
knowledge, skills and experience required; and
• any governance-related matters within the
Committee’s remit as set out above.
Board gender diversity as at 31 December 2022
The main activities since April 2022 were
asfollows:
In the period April 2022 to the end of December 2022,
theCommittee met four times – in May, June, September
andDecember.
This year the Committee focused on agreeing its Terms
ofReference, an annual work plan and Director succession
planning (see changes listed immediatelybelow).
Board and Committee changes
In May it was announced that Kenneth Mulvany and
Michael Brennan, two of the Company’s co-founders,
would step down from their positions as Non-Executive
Directors with effect from 30 June and 30 September
respectively. At the same time, it was also announced
that on 30 June 2022 Dr. Susan Liautaud would join the
Board as a new Non-Executive Director.
In December, the Committee approved several changes
to its structure to include oversight of governance and
ESG-related matters and changed its name to the
Nomination and Governance Committee to reflect this
expanded focus. Dr. Susan Liautaud, who was asked
bythe Board in September to lead Board oversight
ofESG, agreed to join the Committee with effect from
25January 2023.
Post-year end, the Board appointed Jean Raby to an
additional new role as Senior Independent NED and
Dr.John Orloff as Workforce NED. These two new
appointments further strengthen the Board’s composition
and focus as it continues to build out its governance
framework over 2023.
All candidates for Board positions are evaluated based on
individual merit while recognising the benefits of Board
diversity, as set out more fully in the in the newly adopted
Board Diversity Policy.
Board evaluation
The Committee circulated the Board’s first evaluation
questionnaire in Q4 2022 to all Directors, seeking input
and views on the high-level operation of the Board and
itsCommittee structure. The committee has collated
andreviewed the feedback from this exercise and has
putin place a series of action points for 2023.
A process of individual Director reviews (including the
Chair and CEO) will be initiated early in 2023 by the
Committee at the direction of the CPO. As the current
Board composition was only put in place in April 2022,
the Committee is mindful of, but has not yet formally
considered, the need for external performance evaluation.
The Committee will revisit this as part of its future
programme of work.
New policies
The committee has overseen the implementation of a
Board Diversity Policy, a Matters Reserved to the Board
document, and revisions to the Rules of the Board.
Dr. François Nader
Nomination and Governance Committee Chair
20 March 2023
All candidates for Board positions
are evaluated based on individual
merit while recognising the
benefits of Board diversity, as
setout more fully in the Board
Diversity Policy.
62+38+I
38% Female
62% Male
61BenevolentAI Annual Report 2022
Governance
Research and Development Committee report
Dear shareholder
On behalf of the Board, I am pleased to present our
Research and Development Committee report for the
year ended 31 December 2022.
The Research and Development Committee was formed
in September 2022 in order 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.
Research and Development Committee
membership and activities
The Research and Development Committee comprises
Prof Sir Nigel Shadbolt (Chair), Dr Jackie Hunter and
DrJohn Orloff.
The Research and Development Committee intends to
meet at least quarterly during the course of the year but
may also meet on an ad-hoc basis as topics dictate from
time-to-time.
As set out in its Terms of Reference, the Committee’s key
activities include:
• supporting excellent and sustainable Company R&D
that supports its science, technology and engineering
community to achieve the following goals:
• exploit the latest developments in AI and the 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;
• performing reviews of underlying scientific assumptions
and proposed plans, including a strategic assessment
(in conjunction with the Chief Scientific Officer) for each
drug development programme;
• overseeing the technology strategy of the Company
(inconjunction with the Chief Technology Officer and
including in relation to AI specifically) and reviewing
the organisation, resourcing and capabilities for R&D;
• providing the Board with scientific and
technicalassurance;
• providing risk oversight of R&D at the Company, including
oversight of any specific enterprise risks that the Board
determines are most relevant to the Committee’s area
of expertise, and reviewing any other significant risks
including, without limitation, in relation to data
integrity, future data investments, inbound data
licensing, third party R&D risks, future capability
building and portfolio risk;
Key highlights
• Establishing the Research and Development
Committee, its Terms ofReference and
workplan for the year ahead
• Conducting a deep dive into two key areas
ofthe business (in relation to the Company’s
BEN-8744 asset and its AI strategy) to review
and support progress
• Conducting a full drug discovery and
development pipeline review
Members of the Committee
Prof Sir Nigel Shadbolt Committee Chair
Dr. John Orloff Committee member
Dr. Jackie Hunter Committee member
Meeting attendance
Director Meetings*
Prof Sir Nigel Shadbolt
Dr. John Orloff
Dr. Jackie Hunter
* Attendance from September to 31December2022.
62 BenevolentAI Annual Report 2022
Governance
Research and Development Committee report continued
Research and Development Committee
membership and activities continued
• providing critical review of any new technology projects
and identifying and/or reviewing opportunities for
Company R&D partnership and investment;
• overseeing the commissioning, effectiveness and
performance of the Company’s R&D capabilities;
• reviewing and discussing the Company’s position and
strategy towards emerging scientific and industry
trends critical to the Company’s success; and
• providing support and feeding into the full Board’s
analysis and decisions on priority areas for strategic
R&D investment.
The main activities were as follows:
Since formation, the Committee met once in September
and twice in December.
The Committee’s work so far has focused predominantly
on establishing its scope via its Terms of Reference and
discussing its core areas of focus. In other subsequent
meetings the Committee reviewed the Company’s
BEN-8744 ulcerative colitis asset and its AI strategy. It has
also conducted a review of the Company’s in-house drug
discovery and development pipeline.
Prof Sir Nigel Shadbolt
Research and Development Committee Chair
20 March 2023
63BenevolentAI Annual Report 2022
Governance
Remuneration Committee report
Dear shareholders
On behalf of the Board, I am pleased to present the
Remuneration Committee report for the year ended
31December 2022. This report details the activities of
theRemuneration Committee since its formation in April
2022 following completion of the Business Combination.
The role 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 and other management of the
Company. The framework of duties is set out in its Terms
of Reference which are available on the Company’s
website. These were finalised at the time of the Business
Combination, together with an agreed annual work plan
for the Committee to guide its future work focus
anddirection.
Composition and attendance
The Remuneration Committee is chaired by myself with
Dr. Jackie Hunter, Jean Raby and Dr. Susan Liautaud
(since July 2022) appointed as the Committee members.
The Committee meets at least four times a year and since
completion of the Business Combination it has met five
times – in May, June, July, September and December.
The biographies of all Committee members are detailed
on pages 46 and 47. Meetings are attended by the members
of the Committee and others who attend by invitation,
being principally the CEO, CFO, CPO, and General
Counsel and Company Secretary. Other members of
executive and senior management may be invited to
attend to provide insight or expertise in relation to
specific matters.
Remuneration Committee principal activities
in2022:
• implemented new Remuneration Committee Terms
ofReference and an annual work plan;
• approved the Remuneration report;
• designed a new Company-wide Long Term Incentive
Plan (LTIP) which included setting incentive performance
measures, strategic objectives and targets for incentive
awards as part of performance stock unit (PSU) awards,
alongside restricted stock units (RSU);
• reviewed and approved salary levels for the Executive
Director and Executive Leadership Team (ELT);
• established a new Directors’ remuneration policy for
Directors and implemented this for 2022;
• granted incentive awards to the Executive Director and
Executive Leadership Team (on which further detail
isprovided below);
• oversaw the Company’s pay policies and practices
forits wider workforce; and
• confirmed 2022 Company performance ratings and
finalised 2023 objectives.
Key highlights
• Designed and implemented new
Company-wide Long Term Incentive Plan (LTIP)
• Established new Directors’ Remuneration Policy
• Established Committee Terms of Reference
Members of the Committee
Dr. John Orloff Committee Chair
Dr. Jackie Hunter Committee member
Dr. Susan Liautaud* Committee member
Jean Raby Committee member
Meeting attendance
Director Meetings**
Dr. John Orloff
Dr. Jackie Hunter
Dr. Susan Liautaud*
Jean Raby
* Member since June 2022.
** Attendance from April to 31December2022.
64 BenevolentAI Annual Report 2022
Governance
Performance highlights
As mentioned in the statements from the Chair and the
Chief Executive Officer, our progress in 2022 has solidified
our leadership in the sector as we continued to advance
our in-house pipeline and enhance our world-leading AI
drug discovery platform. 2022 was a year of progress and
growth and one where we successfully completed a
Business Combination with Odyssey Acquisition S.A. and
listed on Euronext Amsterdam, strengthening our
financial position.
Alongside the listing, we continued to deliver progress
across the business, demonstrating the value, and validating,
the Benevolent Platform™. We extended our collaboration
agreement with AstraZeneca, leading to a significant
cash investment at the time of the Business Combination
and we delivered three novel targets in the year across
two therapeutic indications and an important revenue
driver for the Company. This year we received further
validation of our AI-enabled research as baricitinib was
fully approved by the FDA - the drug we identified as
atreatment for COVID-19 in January 2020 and now
amainstay of treatment.
Across our own wholly-owned pipeline we saw our lead
asset, BEN-2293, enter a Phase IIa clinical study and we
expect results in Q1 2023. We met our objective to file a
CTA for our next most advanced programme, BEN-8744
for ulcerative colitis and we aim to complete the Phase I
clinical study by H1 2024.
In 2022, we drove continuous improvement to our
technology platform, most notably by successfully
releasing the next generation of the Knowledge Graph
(KG 2.0) into production and significantly enhancing the
predictive capabilities of our AI models.
The Company also made significant progress in the
development of a strategic ESG plan, establishing
anESGCommittee to coordinate ESG initiatives and
reporting. Demonstrating our commitment to using
ourplatform for broader societal benefit, we signed one
new non-commercial partnership with the Drugs for
Neglected Diseases initiative (DNDi) in 2022.
Remuneration Committee priorities for 2023:
• prepare and publish the 2023 Remuneration report;
• Company-wide pay landscape review;
• consider advice from independent remuneration
consultants on CEO and ELT total compensation;
• Company, CEO and ELT 2023 performance ratings and
incentive out-turn;
• review and approve 2023 LTIP performance measures
and individual grants;
• shareholder consultation as required;
• Terms of Reference review;
• determine 2024 performance conditions and targets
for bonus and LTIP; and
• review and approve gender pay gap report.
Remuneration for Executive and
Non‑ExecutiveDirectors
In 2022 the Remuneration Committee implemented
anew remuneration policy for Directors as part of the
Business Combination process and after taking advice
from independent remuneration advisers. The aim of the
policy is to set out the overall principles and structure for
the remuneration of the Directors of the Company. More
details can be found in the policy itself which is available
on the Company website.
The key principles of the compensation framework include:
• Non-Executive and Executive Director compensation is
to be benchmarked against companies of a similar size
and complexity, taking into account practice at other
companies in the biotech and technology sectors,
based on the seniority and experience of the Director’s
role, in order to attract and compete for high-calibre
talent with broad commercial, international or other
relevant to enable the Company to deliver its strategy
and create long-term value;
• Executive Director compensation is reviewed at
appropriate intervals to ensure we are competitive
inthe marketplace and to ensure we attract and
retainkey talent;
• Executive Director compensation is made up of
amixture of the following:
• base salary;
• annual bonus;
• long-term incentive awards granted under the
Company’s LTIP;
• pension or cash pension allowance; and
• benefits;
• ensure a significant proportion of the Executive Director
compensation package is linked to performance-based
reward and is therefore focused on rewarding short-term
and long-term goals and that a significant proportion
of reward is delivered in shares creating alignment with
shareholder interests; and
• ensure that Executive Director compensation supports
the execution of the Company’s strategy and the creation
of sustainable shareholder value through the use of
appropriate incentive programmes, the selection of
performance measures which support our objectives,
the setting of performance targets which are stretching
without encouraging executives to take excessive risk
and aligning executives’ interests with shareholders
through the use of share-based compensation for the
majority of reward.
Remuneration Committee report continued
65BenevolentAI Annual Report 2022
Governance
Long-term equity incentive awards granted
under the LTIP
In 2022, the Company implemented a new LTIP. The
purpose of the LTIP is to incentivise and reward Executive
Directors, ELT and the wider workforce for the delivery of
the Group’s strategy and objectives over the long term
and to align the interests of participants with those of the
shareholders. It is the overarching aim ofthe Board that
all employees are shareholders in the Company, to both
incentivise every employee to achieve our long-term
strategic goals, and to help retain talent, but also so that
they can share in the upside of the value theycreate.
Under the LTIP, awards have been made in the
followingforms:
• a restricted share unit (RSU) – an RSU is an award of
shares which vest, subject to continued employment,
over a fixed period. It is intended that any RSU awards
will normally vest 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; and
• a performance share unit (PSU) – a PSU is an award
ofshares which vest subject to the achievement of
performance conditions and continued employment
over a fixed period. It is intended that any PSU award
will normally vest 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. It is intended that the
vesting of any PSU would be subject to the achievement
of performance conditions linked to the Company
share price, and financial or strategic targets.
Where performance conditions apply to awards, at
vesting the Remuneration Committee will consider
performance against targets set and will determine
thevesting outcome taking into account performance
against targets, as well as the underlying performance
ofthe business, the individual’s personal performance
and the stakeholder experience during the period.
Customary leaver provisions dealing with the treatment
of awards made under the LTIP on termination of
employment will be included in individual award
agreements. In certain circumstances awards may
beretained on termination of employment and the
Committee retains discretion to exercise its judgement
asto how awards should be treated on termination.
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.
It is intended that the aggregate value of awards granted
under the LTIP in respect of a financial year to an
Executive Director will be up to 275% of base salary
(although the Remuneration Committee retains
discretion to exceed this limit if considered appropriate
inthe circumstances). Awards may be made in excess of
this limit when hiring new Executive Directors to attract
or to buy out existing compensation arrangements or for
existing Executive Directors for retention purposes.
From time to time, other awards permitted under the terms
of the LTIP may be granted and in such cases, approval from
the Remuneration Committee will be sought.
In carrying out its duties, for all employees we continue
tobalance our remuneration policy and practices with
our size and complexity as well as with the performance
of the business. We promote the long-term growth of
shareholder value, in line with the Group’s strategy, and
the need to ensure that our people remain motivated
through fair remuneration strategies. The Committee
believes that the Company’s current remuneration policy
encourages and rewards the right behaviours and that
any risks created by its structure are within the appetite
of the Board.
Shareholder views
The Committee considers the views expressed by
shareholders during the year, including at the AGM, and
encourages open dialogue with its largest shareholders.
In addition, in determining the remuneration policy,
theCommittee takes into account guidance issued
byshareholder representative bodies, such as the
Institutional Shareholder Services (ISS) alongside advice
from external benchmarking advisers.
Share ownership guideline
The Executive Director (CEO) and members of ELT are
not currently expected to build and maintain a significant
shareholding in the Company, but the Remuneration
Committee will review this requirement in the coming year.
It is expected that any vested share awards are retained
for a minimum of two years (after the sale of any shares
for the payment of tax). The Committee will monitor the
level of Directors’ shareholdings regularly and note that
the Executive Director (CEO) and members of ELT already
have a substantial ownership position.
66 BenevolentAI Annual Report 2022
Governance
Purpose and 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.
There are no maximum
levels set although
increases will normally
be in line with the
typicallevel of increases
awarded to other
employees at
BenevolentAI 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
Annual
bonus
To support the delivery
of the Group’s annual
business plan. The
focus is on the delivery
of annual drug
discovery, product
andtechnology,
commercial and
corporate objectives.
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) and 50%
for members of ELT.
The annual bonus will
normally be payable
incash in February,
following the year end.
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.
Remuneration Committee report continued
67BenevolentAI Annual Report 2022
Governance
Purpose and 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
Executive Director (CEO)
and ELT members.
The maximum award
opportunity is based
onrole. The maximum
award possible under
the plan rules is 200%
of salary for Executive
Director (CEO) and
150% for ELT members.
Vesting of the award is
based on a combination
ofthe following
performancemeasures:
• strategic objectives
covering the pipeline,
out-licensing activities,
collaborations and ESG
metrics; and
• cumulative Group TSR
compared to a predefined
list of EU and US
biotechnology peers.
The split between measures,
for each grant, is set annually
by the Remuneration
Committee. In 2022, 40%
ofthe award was based on
strategic objectives, 10%
onESG measures and 50%
onTSR. In future years, the
Committee may choose
alternative measures and
weightings aligned to the
strategic priorities in place
atthetime.
LTIP (RSU) To 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
Executive Director (CEO)
and ELT members.
The maximum award
opportunity is based
onrole. The maximum
award possible under
the plan rules is 25%
ofsalary for Executive
Director (CEO) and
8.33% for ELT members
respectively. On hire
grants may increase
to5x and 3x base salary
for Executive Director
(CEO) and ELT members.
Non-Executive Directors
are eligible for up to 3x
base and Committee
fee upon hire.
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.
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.
Executive Director (CEO)
and ELT members are
auto-enrolled into a
defined contribution
pension plan and are
offered the alternative
of a cash allowance.
Employer contribution
into the Group’s defined
contribution pension
plan of up to 5% of
salary for UK (or a cash
payment in lieu), and 3%
matching contribution
to US 401k plan.
N/A
68 BenevolentAI Annual Report 2022
Governance
Purpose and link to strategy Operation Maximum opportunity Performance metric
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) and ELT
members are provided
with a package of core
benefits, including
private healthcare,
health screening, death
in service protection
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
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 Committee report continued
69BenevolentAI Annual Report 2022
Governance
Annual report on remuneration
The table below sets out the single figure of total remuneration for the Executive Director (CEO) and Non-Executive
Directors for 2022.
For the year ended 31 December 2022
Name Role
Annual Fees/
Salary
(1)
£
Bonus
£
Benefits
(9)
£
Total LTIP
awards
(10)
£
STFR
2022
£
Dr. François Nader Non-Executive Director 93,795 — — — 93,795
Joanna Shields
(2)*
Executive Director &CEO 526,713 279,548 20,322 369,049* 1,195,632
Dr. John Orloff Non-Executive Director 73,795 — — — 73,795
Dr. Jackie Hunter Non-Executive Director 73,795 — 13,814 — 87,609
Dr. Susan Liautaud (from 30 June)
(3)**
Non-Executive Director 40,308 — — 216,684** 256,992
Jean Raby (from 22 April)
(4)
Non-Executive Director 55,179 — — — 55,179
Prof Sir Nigel Shadbolt
(5)
Non-Executive Director 73,795 — — — 73,795
Dr. Olivier Brandicourt (from 22 April)
(6)
Non-Executive Director 55,179 — — — 55,179
Kenneth Mulvany (until 30 June 2022)
(7)
Non-Executive Director 13,101 — 354 — 13,455
Michael Brennan (until 30 Sept 2022)
(8)
Non-Executive Director 26,385 — — — 26,385
Notes:
* The award is to be realised over a three year period. Value of award as at 31 December 2022 of £209,422.
** The award is to be realised over a three year period. Value of award as at 31 December 2022 of £122,961.
1. Fees/Salary representative of actual earnings for 2022.
2. Base salary increased post-close to £545,000 from £490,140.
3. Dr. Susan Liautaud: post-close earnings since started only post-close on 30 June. Full-year fee £80,000.
4. Jean Raby: post-close earnings since started only post-close, full-year fee £80,000.
5. Prof Sir Nigel Shadbolt: pre-close earnings and post-close earnings.
6. Dr. Olivier Brandicourt: post-close earnings since started only post-close, full-year fee £80,000.
7. Kenneth Mulvany: on payroll for January and February 2022, then added back as NED on £60,000 per annum from 22 April to 30 June 2022
before stepping down 30 June 2022.
8. Michael Brennan: from 22 April 2022 to 30 Sept 2022 - with full-year salary equivalent of £60,000 before stepping down 30 September 2022.
9. Benefits inclusive of private medical insurance, health cash plan, pension scheme employee contribution and pension cash allowance.
10. Note, whilst no LTIP and prior share awards were settled in the period, vesting occurred in-line with the detail in table on page 71.
70 BenevolentAI Annual Report 2022
Governance
Directors’ interests and shareholdings
The Company supports the Executive Director (CEO) building and maintaining a shareholding in the Company to
support the aligned interests with shareholders over the long term. The Remuneration Committee will consider
theadoption of a formal shareholding guideline policy during the year. The interests of the Directors holding office
at31 December 2022 in the shares of the Company are set out below:
Number of
Shares Owned
Outright
Number of unvested
(at 31 December 2022)
PSUs with
Performance
Conditions
Number of unvested
(at 31 December 2022)
RSUs/ share options
without performance
conditions
(1)
Number of vested (at
31December 2022) but
unsettled/ unexercised
RSUs/ share options
(2)
Dr. François Nader — — 672,476 1,195,512
Joanna Shields — 179,872 1,003,418 4,913,813
Dr. John Orloff — — 66,294 49,185
Dr. Jackie Hunter 192,465 — — 707,654
Dr. Susan Liautaud — — 39,604 —
Jean Raby* 651,745 — — —
Prof Sir Nigel Shadbolt — — 38,494 76,985
Dr. Olivier Brandicourt** 434,495 — — —
Kenneth Mulvany (until 30 June 2022) 33,912,333 — — 38,493
Michael Brennan (until 30 Sept 2022) 4,619,160 — 6,672 51,720
Notes:
* Jean Raby holds 325,873 Sponsor Shares and 971,890 Warrants.
** Dr. Olivier Brandicourt holds 217,248 Sponsor Shares and 647,925 Warrants.
1. & 2. Inclusive of LTIP & Prior share awards granted.
LTIPs were awarded to the Executive Director (CEO) (alongside other ELT members) and new Non-Executive Director
Dr.Susan Liautaud between 22 April 2022 and 31 December 2022 as outlined below.
Remuneration for 2022
With effect from completion of the Business Combination, new remuneration arrangements were introduced for the
Executive Director (CEO) and ELT.
In the months preceding the Business Combination, the Remuneration Committee reviewed the existing
compensation framework for the Executive Director (CEO) and ELT members, working with remuneration advisers
(AON and Deloitte). In doing so, the Remuneration Committee considered the following:
• governance requirements as well as shareholder expectations post-listing;
• detailed benchmark of total compensation against an agreed list of comparator companies (mainly biotech
companies) across UK, Europe and US, provided by AON and further refined by Deloitte;
• total compensation (base, bonus and equity) set towards 75th percentile of benchmark;
• post-close LTIP framework, with a blend of RSUs and PSUs and more skewed towards PSUs, with an opportunity
inthe future to exceed for stretch performance;
• performance measures for PSUs more focused on long-term shareholder value creation;
• holding periods for LTIP awards that are in line with shareholder expectations; and
• principle of all colleagues continuing to participate in value creation, through on-hire equity grant.
Through this process a recommendation was made for the post-close Executive Director (CEO) and ELT compensation
and overall LTIP framework. The outputs of this were for an increase in base salary of 11% for the Executive Director
(CEO) and an increase in the maximum bonus opportunity to 100% from 50%. For ELT members (outside of CFO and
CPO, who were benchmarked appropriately on hire) this saw an increase in salary of between 14% and 36% and a
maximum bonus opportunity set for all ELT members at 50% of annual earnings.
Remuneration Committee report continued
71BenevolentAI Annual Report 2022
Governance
Annual bonus
The Executive Director (CEO) was eligible to earn an annual bonus of up to 50% of salary for the period to the end
ofApril and 100% of salary for the period to the end of December (post-listing and changes to remuneration listed
above), based upon achievement of strategic objectives and personal performance measures. Group objectives unlock
up to 50% of maximum bonus potential, whilst personal performance unlocks up to 50%.
The bonus calculation in relation to Group objectives is set out below. Given the commercially sensitive nature of these
targets, high-level descriptions are provided.
Description Target Achievement
Drug Discovery Objectives covered a range of pipeline measures, with
key items including; completion of BEN-2293 Phase IIa
study and CTA filing for BEN-8744.
35% 30.1%
Product & Technology Objectives covered a range of deliverables, including a
next generation of Knowledge Graph (KG 2.0), new data
sources and improvements in the tools.
25% 22.0%
Commercial Continued delivery of the AstraZeneca collaboration and
aim to deliver a new collaboration.
25% 5.0%
Corporate Completed Business Combination and fund raising
alongside corporate and ESG strategy development.
15% 15.0%
Total 100% 72.1%
The table below sets the CEO’s single total figure of remuneration for the year ended 31 December 2022 together with
the percentage of maximum bonus awarded over the same period.
Annual salary
(1)
£545,000
Annual bonus (as a % of maximum opportunity)
(2)
63%
Shares vesting
(3)
1,183,290
Notes:
1. Base salary increased post-listing, actual earnings for the year £526,713 combined of old (£490,140) and new (£545,000).
2. Annual bonus % representative of 31% out of max 50% from old bonus scheme January - April and 63% out of max 100% from new bonus
scheme May – December.
3. Total LTIP (PSU and RSU) and prior share awards left to vest, as at 31 December.
Share awards vesting in the year
Name Type of Grant
Number of Shares
Granted
Number of Shares
Vested in 2022 Remaining to Vest
Joanna Shields RSU 5,917,231 1,249,625 1,003,418
Dr François Nader RSU 1,867,988 1,195,512 672,476
Dr John Orloff RSU 115,479 49,185 66,294
Dr Jackie Hunter Options 707,654 1,861 0
Prof Sir Nigel Shadbolt Options 115,479 40,631 29,940
Michael Brennan Options 58,392 8,854 6,672
Nil-cost share options were granted to the Executive Director (CEO) from 2018 to 2021, under the Group’s previous
share option scheme, vested upon listing and continually across the months to December 2022.
72 BenevolentAI Annual Report 2022
Governance
Share awards granted in the year
PSU awards were granted to the Executive Director (CEO) and members of ELT in July 2022, with vesting of the awards
subject to the performance conditions, as set out below, in March 2025. The split between these measures, for each
grant, is set annually by the Remuneration Committee. 50% of the award is based on TSR against a selected peer
group of EU and US biotechnology companies, 40% against strategic objectives and 10% is based on ESG measures.
The face value of the CEO’s awards was equal to 200% of base salary and 150% for ELT members.
RSU awards were also granted to the Executive Director (CEO) and members of ELT in July 2022, with vesting of
theawards subject to the conditions listed above within the policy framework, in March 2025. The face value of the
Executive Director’s (CEO) awards was equal to 75% of base salary, 25% for ELT members and 3 times annual fee for
Non-Executive Dr. Susan Liautaud.
CEO pay ratio
Financial Year
Calculation
Method Element
P25
(lower quartile)
P50
(median)
P75
(upper quartile) CEO
2022 Option A CEO Pay Ratio 14:1 11:1 8:1
Total Pay & Benefits £59,836 £77,983 £105,085 £826,583
Salary £50,000 £65,000 £86,400 £526,713
The Company has chosen to use Option A as defined by the UK listed company remuneration reporting requirements,
as BenevolentAI recognises that this is the most statistically accurate method for calculating the ratio. Option A requires
we calculate the total full-time equivalent pay and benefits of all our UK employees for the relevant financial year 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 (STFR).
The above covers the period from 1 January 2022 to 31December 2022, consistent with the single total figure of
remuneration. For the CEO and each UK employee employed on 31 December 2022, the single total figure of remuneration
comprises the summation of base pay and benefits received from 1 January 2022 to 31December 2022, including
employer pension contributions or cash equivalent and includes the full-year bonus for FY 2022. Base pay and bonus
have been included on a full-time equivalent basis.
As this is the first year of reporting the CEO pay ratio, there are no prior year comparators. The future movement in the
ratio will be considered by the Committee as appropriate.
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 is the intention of the
Group to begin reporting on gender pay gap in 2023.
Implementation of remuneration policy in 2023
No salary increases are anticipated for the Executive Director (CEO) or ELT members in 2023. Along with the salary
review timetable for the Company as a whole, the Executive Director (CEO) and ELT salaries for 2024 are scheduled
tobe reviewed in 2023.
The Executive Directors (CEO) and ELT members’ pension contribution is 5% of salary. The Executive Director (CEO)
and ELT members will receive standard benefits in line with those provided to the workforce.
The annual bonus opportunity for the Executive Director (CEO) and ELT members is 100% and 50% of salary respectively,
with 50% based upon Group objectives and 50% on personal performance respectively. The actual targets and
objectives are commercially sensitive at this time but will be disclosed when they cease to be so.
It is expected that an LTIP award with a face value of 130% of salary will be granted to the Executive Director (CEO)
100% of base salary to ELT members. 50% will be based on relative TSR against the pre-defined peer group of EU
andUS biotechnology companies (with no change from 2022), 40% against strategic objectives and 10% based on
ESGmetrics.
Remuneration Committee report continued
73BenevolentAI Annual Report 2022
Governance
No annual fee increase is anticipated for the Non-Executive Directors in 2023. In March 2023, the Board 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.
Annual fee and additional fee structure of the Non-Executive Directors is detailed below:
• 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
1
• Additional annual fee for Non-Executive Directors serving as committee members (applicable per committee
appointment): GBP 15,000
2
• Additional annual fee for Non-Executive Directors serving as committee chairs (inclusive of any other
committeefee): GBP 20,000
2
• Additional annual fee for the Senior Independent Non-Executive Director: GBP 15,000
• Additional annual fee for the Workforce Non-Executive Director: GBP 15,000
1. Effective until 1 May 2023
2. Effective from 1 May 2023
Director services agreements
Executive Director
The Executive Director (CEO) is employed by BenevolentAI Limited pursuant to a service agreement, which sets out
standard conditions as to the Executive Director’s (CEO) duties and responsibilities. The service agreement is of indefinite
duration and is governed by the laws of England and Wales.
The service agreement may be terminated by either party giving twelve months’ prior written notice to the other
party. BenevolentAI Limited is entitled to terminate the Executive Director’s (CEO) employment immediately and
make a payment in lieu of notice equal to base salary. There are normally no other benefits payable on termination
ofemployment but the Committee retains discretion to make a payment in lieu of pension and benefits for the notice
period. The Remuneration Committee retains the discretion to increase the notice period to a longer period of no
more than twelve months.
In addition, the Company may terminate the service agreement with immediate effect without notice to the
Executive Director (CEO) in certain circumstances that customarily entitle the termination of a service agreement
without notice.
Non-Executive Directors
The Non-Executive Directors are elected for an initial term of three years pursuant to services agreements which all
commenced on 22 April 2022 except Dr. Susan Liautaud’s who’s agreement commenced on 30 June 2022. These
agreements may be terminated by either party. 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.
If a Director leaves during his/her term, the Board may co-opt a Director on a temporary basis and for a period
oftimenot exceeding the initial mandate of the replaced Director until the next general meeting of shareholders
ofthe Company which shall resolve on the permanent appointment.
Dr. John Orloff
Remuneration Committee Chair
20 March 2023
74 BenevolentAI Annual Report 2022
Governance
Responsibility statement by the Board of Directors
for the year ended 31 December 2022
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 2022 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 December 19, 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
20 March 2023
Joanna Shields
Chief Executive Officer
20 March 2023
75BenevolentAI Annual Report 2022
Financial statements
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 2022,
andofitsconsolidated financial performance and its consolidated cash flows for the year then ended in accordance
withInternational Financial Reporting Standards (IFRSs) 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 comprehensive income for the year then ended;
• the consolidated statement of financial position as at 31 December 2022;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended;
• the notes to the consolidated financial statements, 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 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 7 to the consolidated financial statements.
Independent auditor’s report
to the Board of Directors of BenevolentAI
76 BenevolentAI Annual Report 2022
Financial statements
Independent auditor’s report continued
to the Board of Directors of BenevolentAI
Report on the audit of the consolidated financial statements continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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 treatment and disclosures of the
capitalreorganisation
Odyssey Acquisition S.A., an entity incorporated in
Luxembourg, acquired 100% of the share capital of
BenevolentAI Limited on 22 April 2022 (the Transaction).
On completion of the Transaction, Odyssey Acquisition
S.A. was renamed BenevolentAI S.A. and became the
new legal ultimate controlling entity of the
BenevolentAI group.
The Transaction was accounted for in line with the
requirements of IFRS 2, Share-based Payment as a
capital reorganisation, since Odyssey Acquisition S.A.
was concluded not to meet the definition of a business
in accordance with IFRS 3, Business Combinations.
The accounting for the Transaction is complex and
involves several key judgements and estimates in the
determination of its appropriate accounting treatment
and presentation and disclosure in the consolidated
financial statements (including but not limited to the
identification of the accounting acquirer, the
determination that the Transaction did not represent
a business combination, the classification and
valuation of Class A and B Warrants issued by Odyssey
Acquisition S.A., and the determination of the fair
value of the consideration transferred for the acquisition).
For these reasons, we considered the accounting
treatment and disclosures of the capital reorganisation
to be a key audit matter.
• We inspected signed agreements associated with the
Transaction to understand its key terms;
• We assessed the appropriateness of management’s
identification of the accounting acquirer and the
appropriateness for the accounting of the Transaction;
• We tested the entries made for the Transaction accounting
with the reference to the signed agreements, supporting
calculations and other relevant supporting information;
• We engaged our internal valuation experts to assess
theappropriateness of the valuation methodology applied
by theManagement to the Class A and B warrants issued
by Odyssey Acquisition S.A. We tested the completeness
and accuracy of key inputs into the valuations;
• We assessed the appropriateness of the classification
ofthe warrants, including whether these should be
accounted for as equity or liabilities;
• We assessed the appropriateness of the methodology
applied by the Management to the calculation of the
consideration transferred for the group reorganisation and
verified significant assumptions used in the calculation;
• We assessed the appropriateness of the disclosures
inNote 4 to the consolidated financial statements.
Accounting for share-based payments
The group recognises a share-based payment expense
in relation to several equity-settled share-based
payment schemes, eachof which has separate terms
and conditions.
We considered this a key audit matter due to the
inherent complexity and judgement in applying the
accounting standard, including the impact of service
conditions and vesting conditions on the required cost
recognition methodology.
In addition, a prior-year adjustment has been
recognised by management relating to the period
over which the historical share-based payment
expense was recognised (refer to note 28.4 of
theconsolidated financial statements for the
relateddisclosures).
For these reasons, we considered the accounting for
share-based payments to be a key audit matter.
• We performed substantive testing on a sample
ofshare-based payment awards to verify that the expense
was recorded in accordance with the terms of the award
and the relevant IFRS standard, including assessment of
the appropriateness of the methodology used;
• We tested the accuracy of management’s calculations,
including testing the completeness and accuracy of the
calculation of the prior-year adjustment;
• We assessed the appropriateness of the disclosures
inNote 28.3 and 28.4 to the consolidated financial
statements.
77BenevolentAI Annual Report 2022
Financial statements
Report on the audit of the consolidated financial statements continued
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 IFRSs 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).
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 judgement 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;
78 BenevolentAI Annual Report 2022
Financial statements
Independent auditor’s report continued
to the Board of Directors of BenevolentAI
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 continued
• 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.
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
register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the
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 30 June 2022
and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 1 year.
We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2022 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 2022, identified as
BenevolentAI-2022-12-31-en, 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
20 March 2023
79BenevolentAI Annual Report 2022
Financial statements
Note
2022
Total
£’000
2021
restated 
2
Total
£’000
Revenue 5 10,560 4,625
Research and development expenses 6 (71,884) (56,916)
Included within research and development (R&D) expenses:
Employee-related share-based payment (SBP) expense 6, 28 (6,791) (9,824)
Administrative expenses
1
2.4 (135,87 6) (69, 121)
Included within administrativeexpenses:
Employee-related SBP expenses 2.4, 28 (20 ,823) (4 1,566)
Listing service SBP expense
1
2.4, 4 (83, 067) —
Other income 166 90
Operating loss (197 ,034) (121,322)
Finance income 10 19,286 56
Included within finance income:
Fair value revaluation of warrants
1
10 1 7, 7 3 7 —
Finance expense 11 (2,104) (448)
Loss before taxation (179,852) (121,714)
Taxation 12 15,924 14,059
Loss for the year (163,928) (107 ,655)
Basic and diluted loss per share, expressed in pence 13 (150.2p) (119.8p)
Weighted average ordinary shares outstanding 13 109, 110,109 89,885,143
Loss for the year (163,928) (107 ,655)
Other comprehensive income/(expense) that may be reclassified
subsequently to profit or loss:
Foreign currency translation differences for foreign operations 31 (94)
Total comprehensive loss for the year (163,897) (107,7 49)
1. Listing service SBP expense is considered a non-normalised expense. Non-normalised expenses are defined as those related to the
Business Combination which took place on 22 April 2022 (the “Transaction”), accounted for as a capital reorganisation; the impairment of
assets or revaluation of investments for which BAI does not manage directly; and the revaluation of warrants. See note 2.4 for further details.
2. Employee-related SBP restatement as detailed in note 28.4.
No dividend has been declared or paid in either reporting period.
The notes form an integral part of these statements.
Consolidated statement of comprehensive income
for the year ended 31 December
80 BenevolentAI Annual Report 2022
Financial statements
Consolidated statement of financial position
as at 31 December
Note
2022
£’000
2021
restated 
1
£’000
Non-current assets
Goodwill 14 23,4 79 23,4 79
Intangible assets 15 20 23
Property, plant and equipment 16 2,561 2,7 78
Investments 17 1,892 2 ,383
Right-of-use assets 18 5,915 7 ,222
Trade and other receivables 19 — 175
33,867 36,060
Current assets
Trade and other receivables 19 5,784 3,921
R&D tax receivable 20 16,119 12 ,150
Short-term deposits 21 41,7 40 —
Cash and cash equivalents 21 88,442 40,553
152,085 56,624
Total assets 185,952 92,684
Non-current liabilities
Lease liabilities 25 5,688 7, 2 0 1
Provisions 27 626 1,549
6,314 8 ,75 0
Current liabilities
Trade and other payables 22 14,877 10,286
Deferred income 23 2,87 4 31
Warrants 24 352 —
Lease liabilities 25 1,665 1,593
Provisions 27 5,871 11,076
25, 639 22,986
Total liabilities 31,953 31,736
Net assets 153,999 60,948
Equity
Share capital 29.2 100 243
Share premium account 930,495 211,158
Share-based payment reserve 4, 28 203,739 86,854
Accumulated losses 4 (456,091) (292 ,172)
Merger difference 4 (524,572) 54 ,568
Currency translation reserve 328 2 97
Total equity 153,999 60,948
1. SBP restatement as detailed in note 28.4.
The notes form an integral part of these statements.
These consolidated financial statements were authorised by the Board of Directors on 20 March 2023.
81BenevolentAI Annual Report 2022
Financial statements
Note
Called up
share
capital
£’000
Share
premium
£’000
Share-based
payments
reserve
£’000
Accumulated
losses
£’000
Merger
difference
£’000
Currency
translation
reserve
£’000
Total
equity
£’000
Balance at 1 January 2021 239 204,124 4 7,838 (184,534) 54,568 391 122,626
Loss forthe year — — — (86,484) — — (86,484)
Foreign exchange difference — — — 17 — (94) (77)
Transactions with owners,
recorded directly in equity
Issue of shares, net of costs 4 7, 0 3 4 — — — — 7, 0 3 8
Equity-settled employee-
related SBP transactions 9, 28 — — 19,828 — — — 19,828
Total contributions by and
distributions to owners 4 7,0 3 4 19,828 — — — 26,866
Balance at 31 December 2021 243 211,158 67 ,666 (271,001) 54,568 2 97 62,931
Restatement
1
of equity-settled
SBP transactions
1
28.4 — — 19,188 (21,171) — — (1,983)
Restated
1
balance at
31December 2021 243 211,158 86 ,854 (292,172) 54,568 297 60,948
Restated
1
balance as at
1January 2022 243 211,158 86, 854 (292,172) 54,568 297 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 4 (149) 584,462 — — (579, 140) — 5,173
Repurchase and cancellation
of G2 Growth Shares 29 (9) — — 9 — — —
Equity of PIPE Financing and
backstop facility, net of costs 4 15 134 ,875 — — — — 134, 890
Listing service SBP expense 4 — — 83,067 — — — 83,06 7
Equity-settled employee-
related SBP transactions 9, 28 — — 33,818 — — — 33,818
Total contributions by and
distributions to owners (143) 719 ,337 116,885 9 (579,140) — 256 ,948
Balance at 31 December 2022 100 930 ,495 203,739 (456,091) (524,572) 328 153,999
1. SBP restatement as detailed in note 28.4.
The notes form an integral part of these statements.
Consolidated statement of changes in equity
for the year ended 31 December
82 BenevolentAI Annual Report 2022
Financial statements
Consolidated statement of cash flows
for the year ended 31 December
Note
2022
£’000
2021
restated 
1
£’000
Cash flows from operating activities
Loss for the year (163,928) (107 ,655)
Adjustments for:
Depreciation charges 16, 18 3,053 2 ,931
Amortisation charges 15 3 12
Impairment charges 15 — 10,700
Loss on disposal of property, plant and equipment 2 27
Equity-settled employee-related SBP expense 28 33,818 39, 016
Non-cash listing service SBP expense 4 83,067 —
Foreign exchange (gain)/loss (3,14 1) 6
Finance expense 11 2,104 448
Finance income 10 (19,286) (56)
Revaluation of investment 17 491 —
Research and development expenditure tax credit (16,119) (12,150)
Operating cash flow before changes in working capital
2
(79,936) (66,721)
Increase in trade and other receivables (1,460) (656)
Decrease in trade and other payables (1,505) (4 ,830)
(Decrease)/increase in provisions (6,160) 12,625
(89,061) (59,582)
Tax credit received 12,150 10,678
Net cash from operating activities (76,911) (48,904)
Cash flows from investing activities
Acquisition of property, plant and equipment 16 (1,158) (925)
Proceeds from sale of assets — 3
Movement in short-term deposits 21 (4 1,7 40) —
Interest received on bank deposits 10 1,544 56
Net cash from investing activities (41,354) (866)
Cash flows from financing activities
Principal repayment on lease liabilities 26 (1,816) (1,555)
Interest repayment on lease liabilities 11, 26 (417) (448)
Equity issue of PIPE and backstop facility
3
4 136 ,680 7 ,038
Expenses related to equity issue of PIPE and backstop facility 4 (11,338) —
Negative interest paid on cash held in escrow and bank fees 11 (122) —
Loss on forward exchange settlement 11 (1,565) —
Cash acquired from capital reorganisation 4 4 1,556 —
Net cash from financing activities 162,978 5,035
Net increase/(decrease) in cash and cash equivalents 44 ,713 (44,735)
Cash and cash equivalents at 1 January 40,553 85,371
Effect of exchange rate fluctuations on cash held 3,176 (83)
Cash and cash equivalents at 31 December 21 88,442 40,553
1. SBP restatement as detailed in note 28.4.
2. Changes in working capital for 2022 include the movement to the net assets acquired under the Transaction with Odyssey on 22 April 2022.
3. The £136.7 million excludes £9.5 million of non-cash consideration included in total proceeds of £146.2 million.
The notes form an integral part of these statements.
83BenevolentAI Annual Report 2022
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
BenevolentAI was originally known as Odyssey Acquisition S.A. (“Odyssey”), a Special Purpose Acquisition Company
established for the purpose of acquiring a business with principal business operations in Europe or in another
geographic area, that is based in the healthcare sector or the TMT (technology, media, telecom) sector or any other
sectors. Odyssey was listed on the Euronext Amsterdam stock exchange on 6 July 2021.
On 22 April 2022 (“Closing date”), Odyssey and BenevolentAI Limited (“BAI Ltd”), the former parent company of the
privately held UK group before the capital reorganisation (“Transaction”), entered into a capital reorganisation agreement
by way of contribution of all shares in BAI Ltd into Odyssey in exchange for Odyssey issuing new ordinary shares.
The Transaction was completed on 22 April 2022 and the name of the ultimate holding company was changed from
Odyssey Acquisition S.A. to BenevolentAI, whose consolidated Group post-Transaction is referred to as BAI Group.
BAI Group is managed by its ultimate parent company BenevolentAI, with the following 5 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.
Registered office address
2
Principal
business
Class of
shares held Ownership
BenevolentAI Limited 4-8 Maple Street, London, W1T 5HD,
United Kingdom
Holding Ordinary
shares
100%
BenevolentAI Cambridge Limited
1
4-8 Maple Street, London, W1T 5HD,
United Kingdom
R&D Ordinary
shares
100%
BenevolentAI Bio Limited
1
4-8 Maple Street, London W1T 5HD,
United Kingdom,
R&D Ordinary
shares
100%
BenevolentAI Technology Limited
1
4-8 Maple Street, London, W1T 5HD,
United Kingdom
R&D Ordinary
shares
100%
Benevolent Technology Inc
1
15 MetroTech Center, 8th FL, NY 11201,
United States
R&D Ordinary
shares
100%
BenevolentAI Energy Limited
1
4-8 Maple Street, London, W1T 5HD,
United Kingdom
Dormant Ordinary
shares
100%
Stratified Medical Limited
1
4-8 Maple Street, London, W1T 5HD,
United Kingdom
Dormant Ordinary
shares
100%
1. Held indirectly.
2. The country of registration for each subsidiary is also its principal place of business.
2. Accounting policies
2.1 Basis of preparation
The Group’s consolidated financial statements for the year ended 31 December 2022 have been prepared in accordance
with International Financial Reporting 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 Group 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 financial statements. Judgements made by the directors in the application of these accounting policies that
have significant effect on the financial statements and estimates with a significant risk of material adjustment in the
next year are discussed in note 3.
No new standards have been early adopted by the Group in the year. A number of new standards are effective for
annual periods beginning on or after 1 January 2023 and earlier application is permitted; however, the Group has
not early adopted the new or amended standards in preparing these consolidated financial statements.
Notes to the financial statements
for the year ended 31 December
84 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
2. Accounting policies continued
2.1 Basis of preparation continued
The following new and amended standards are not expected to have a significant impact on the Group’s consolidated
financial statements.
• IFRS 17 “Insurance Contracts” (issued on 18 May 2017); including Amendments to IFRS 17) and Initial Application
of IFRS 17 and IFRS 9 Comparative information (issued after 25 June 2021).
• Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”: Definition of Accounting
Estimates (issued on 12 February 2021).
• Amendments to IFRS 16 “Leases” on sale and leaseback: These amendments include requirements for sale and
leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the
transaction (issued on 22 September 2022).
• Amendments to IAS 1, Non-current liabilities with covenants: These amendments clarify how conditions with
which an entity must comply within twelve months after the reporting period affect the classification of a liability
(issued on 31 October 2022).
• Amendments to IAS 1, aim to improve accounting policy disclosures and to help users of the financial statements
to distinguish between changes in accounting estimates and changes in accounting policies
• Amendments to IAS 12 “Income Taxes”: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (issued on 7 May 2021).
2.2 Going concern
The financial statements have been prepared on the going concern basis, which the Directors consider appropriate
for the following reasons.
Cash flow forecasts have been prepared for a period in excess of twelve months from the date of approval of these
financial statements (the going concern period). These forecasts include a base case scenario, which excludes any
unsigned revenue contracts. Additionally, severe but plausible downside scenarios have also been considered, with
corresponding 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 £130.2 million (2021: £40.6 million) comes
largely from issuing equity, most recently from the Business Combination completed in April 2022 (see note 4) and
related equity PIPE investment. The base case scenario includes a substantial cash position held by the Group and
excludes unsigned revenue which could be secured as part of normal operating activities.
The severe but plausible scenario downside scenarios consider the Group’s exposure to macroeconomic factors,
including inflation, tax credit regime changes and supply chain risk. No combination of these factors indicates that
additional funding will be needed throughout the going concern period, due to various mitigating actions that the
Directors could implement to preserve cash if needed. These mitigating actions include a reduction in operating
expenses (which are within the control of the Directors). These forecasts indicate that the Group will have sufficient
funds to meet its liabilities for the going concern period.
The Group continues to rely on equity to fund its operations in the medium to long term. The Directors remain
confident that, when it is required, such further funding will be accessible to the Group.
As a result, the Directors are confident that the Group will have sufficient funds to continue to meet its liabilities
as they fall due for at least twelve months from the date of approval of these financial statements and have therefore
prepared the financial statements on a going concern basis.
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 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.
85BenevolentAI Annual Report 2022
Financial statements
2. Accounting policies continued
2.4 Normalised operating loss and cash flows
Normalised operating loss for the years ended 31 December 2022 and 31 December 2021 is defined as operating
loss excluding non-normalised transactions, defined as those related to the Business Combination; the impairment
of assets or revaluation of investments for which BAI does manage 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 (APMs) 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:
2022 2021 restated
Note
Normalised
£’000
Non-
normalised
£’000
Total
£’000
Normalised
£’000
Non-
normalised
£’000
Total
£’000
Revenue 5 10,560 — 10,560 4,625 — 4,625
R&D expenses 6 (71,884) — (71,884) (56,916) — (56,916)
Included within R&D expenses:
Employee-related SBP expenses 6, 28 (6,791) — (6,791) (9,824) — (9,824)
Administrative expenses 2.4 (33,440) (102,436) (135,876) (55,510) (13,611) (69,121)
Included within administrative expenses:
Employee-related SBP expenses 28 (16,940) (3,883) (20,823) (41,566) — (41,566)
Listing service SBP expense 4 — (83,067) (83,067) — — —
Transaction-related expenditure 4 — (11,255) (11,255) — (2,911) (2,911)
Impairment of assets 15 — — — — (10,700) (10,700)
Transaction-related stamp duty — (3,740) (3,740) — — —
Revaluation of investments 17 — (491) (491) — — —
Other income 166 — 166 90 — 90
Operating loss (94,598) (102,436) (197,034) (107,711) (13,611) (121,322)
86 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
2. Accounting policies continued
2.4 Normalised operating loss and cash flows 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:
Note
2022
£’000
2021
restated
£’000
Cash flows from operating activities
Operating loss for the year (197,034) (121,322)
Non-normalised expenses 2.4 102,436 13,611
Normalised operating loss 2.4 (94,598) (107,711)
Adjustments for:
Depreciation charges 16, 18 3,053 2,931
Amortisation charges 15 3 12
Loss on disposal of property, plant and equipment 2 27
Foreign exchange (gain)/loss (3,141) 6
Other employee-related SBP expense 28 29,935 39,016
Normalised operating cash flow before changes in working capital (64,746) (65,719)
Increase in trade and other receivables (1,460) (656)
Increase in R&D tax credit receivable (3,969) (1,472)
Decrease in trade and other payables (1,505) (4,830)
(Decrease)/increase in provisions (6,160) 12,625
Cash expended from operating activities before taxation and
non-normalised items (77,840) (60,052)
Cash outflows in respect of Transaction-related expenditure 2.4 (11,255) (2,911)
Cash outflows in respect of Transaction-related stamp duty 2.4 (3,740) —
Cash expended from operating activities before taxation (92,835) (62,963)
Taxation 15,924 14,059
Net cash outflow from operating activities (76,911) (48,904)
2.5 Change in functional currency of BenevolentAI
As of 22 April 2022, management reviewed the functional currency of BenevolentAI and the presentation currency
of the Group. The change in functional currency for standalone BenevolentAI was made, from Euros (EUR) to Pound
Sterling (GBP) to reflect that GBP has become the predominant operating currency for the Company representing
a significant part of its cash flows and its operating environment, while the Group presentation currency remains in
GBP consistent with the prior year.
The Group presents as comparative information the financial information of the former BenevolentAI Limited Group,
which had GBP as its functional and presentation currency. That is, as discussed in note 2.14, the new Group’s consolidated
statement of comprehensive income contains only the post-acquisition performance of BenevolentAI. Comparative
information, therefore, has not been re-stated following this change to BenevolentAI’s functional currency.
2.6 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 consolidated 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.
87BenevolentAI Annual Report 2022
Financial statements
2. Accounting policies continued
2.6 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.
2.7 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:
• 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
• 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.
2.8 Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity, trade and other receivables, cash and cash
equivalents, 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 (ECLs).
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 3 months at
their inception.
Short-term deposits
Short-term deposits include cash deposits with maturities of greater than 3 months but less than 12 months at their inception.
Investments
Investments are recognised initially at fair value. Subsequent to the initial recognition they are measured at fair value
through profit or loss using latest observable share price.
2.9 Derivative financial instruments
Warrants
As part of the Business Combination transaction, 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 due 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 consolidated statement of
comprehensive income.
88 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
2. Accounting policies continued
2.10 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 consolidated 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
and the Group intends and has the technical ability and sufficient resources to complete development, future economic
benefits are probable and if 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
consolidated 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 consolidated statement of
comprehensive income as an expense as incurred.
Patents or rights to their future income acquired by the Company 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 Company are stated at cost less accumulated amortisation and less
accumulated impairment losses.
Amortisation
Amortisation is recognised as an administrative expense in the consolidated 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.
2.11 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 consolidated 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 life of the lease
Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since
last annual reporting date in the pattern by which the Company expects to consume an asset’s future economic benefits.
2.12 Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or
before the commencement date net of any lease incentives received, any 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.
89BenevolentAI Annual Report 2022
Financial statements
2. Accounting policies continued
2.12 Right-of-use assets continued
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 Company expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to impairment
or adjusted for any remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of twelve months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
2.13 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.
2.14 Capital reorganisation
The Business Combination between BAI Ltd and Odyssey is 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 is treated as the acquired company for financial reporting purposes.
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 as at the Closing date. The capital reorganisation
reflects the transition of the share capital and share premium from BAI Ltd to BenevolentAI, which comprises the legal
essence of the Transaction. This results 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 is reflected through a corresponding charge
to merger difference, such that the net impact to equity is equal to the net assets acquired (£5.2 million, see note 4).
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.
The comparatives in the financial statements represent the financial information of BAI Ltd and its subsidiaries, both
to 31 December 2021 and as at 31 December 2021. The activity and position of the acquired Odyssey is considered only
from the Closing date onwards. That is, the consolidated statement of comprehensive income contains only the
post-acquisition performance of BenevolentAI. See note 4 for further details.
2.15 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 Company 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 Company’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.
90 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
2. Accounting policies continued
2.15 Impairment continued
Non-financial assets continued
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 to sell. 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, we have considered quoted market
prices in an active market, as we consider 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.
2.16 Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Company 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 consolidated 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.
Options or restricted stock units (RSUs) granted under the BEIS are comprised 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 consolidated 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 consolidated statement of comprehensive income, with a corresponding
adjustment to equity reserves, over the remaining vesting period.
Share-based payment transactions – Long Term Incentive Plan (LTIP)
Awards granted to participants under the LTIP comprise of 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
Historically, the liability arising from any tax due in any jurisdiction in relation to equity compensation sat with the
beneficiary of that instrument. Following a Board resolution and subsequent communication to employees in the
second half of 2021, the tax liability has been transferred to the Group.
91BenevolentAI Annual Report 2022
Financial statements
2. Accounting policies continued
2.16 Employee benefits
Tax payments related to share-based payments continued
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.
2.17 Revenue recognition
The Group’s revenue is generated from licence or collaboration agreements.
Collaboration agreements typically have an initial upfront payment, periodic collaboration payments and potential
milestone payments for research, development and commercial achievements plus royalties on net sales. We initially
recognise income under the collaboration as deferred revenue, which we become entitled to reclassify as revenue in
line with the completion of performance obligations, measured as a percentage complete against the latest
collaboration team forecasts.
When the Group receives milestone payments for achieving pre-defined targets during pre-clinical and clinical
development, these milestones are recognised when probable (i.e. on achievement of the pre-defined target). except
where the milestone or a proportion of the milestone is to be applied to the development of the programme which is
the subject of the collaboration agreement. In such circumstances, the income is deferred and recognised as income
by reference to the development costs incurred in developing the programme towards the next milestone.
The rules for revenue recognition are stipulated by the accounting standard IFRS 15 which we have adopted in these
consolidated financial statements.
2.18 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.
2.19 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 for low value. Other leases that are assessed under IFRS 16 as finance leases
have been accounted for in accordance with IFRS.
Research & development (R&D) expenditure
R&D expenditure, which includes a proportion of staff costs and directly attributable overheads, is currently recognised
in the consolidated statement of comprehensive income as incurred, on the basis that the recognition criteria of
IAS 38 “Intangible Assets” are currently not met.
2.20 Interest income and expenditure
Interest income and expenditure is recognised in the consolidated 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.
2.21 Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated 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.
2.22 Issued capital
Ordinary, preference and growth 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.
92 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
2. Accounting policies continued
2.23 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.
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 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
In the year, the Group entered a second collaboration agreement with AstraZeneca (AZ). The new collaboration is
related to two new 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.
The Group’s main 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.
Goodwill and Intangible Assets
The amount of goodwill and intangible assets 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. The carrying value
of the goodwill is in line with the allocation of the purchase price in 2018, arising from the acquisition of BenevolentAI
Cambridge Limited.
During 2022, management has performed an impairment assessment on the goodwill in accordance with IAS 36.
For the purposes of impairment assessment, goodwill has been allocated to the Group’s CGU defined as the whole of
the BenevolentAI Group (BAI Group). CGU is the smallest identifiable group of assets that generates cash inflows that
are largely independent of the cash inflows from other assets. Management, as part of their continued evaluation of
the goodwill, has considered that the CGU for 2022 is the BAI Group, since Management has now considered that the
assets held by BenevolentAI Cambridge Limited is now, and increasingly so, strategically integrated with the other
legal entities in the Group. By this very nature Management believes for any future commercial value created through
the current and future drug programs, then a unified and amalgamated approach is required across the whole of the
Group. In 2021 for the purposes of impairment testing, goodwill has been allocated to the Group’s CGU defined as the
whole of the BenevolentAI Cambridge Limited entity.
Per IAS 36.6, impairment is recognised as an expense in the consolidated statement of comprehensive income if the
recoverable value (higher of fair value less cost of disposal or value in use, “FVLCTS”) of an asset is less than its carrying
value. The carrying value of the goodwill which is currently held in the balance sheet as at 31 December 2022 is
£23,479k.
The net recoverable amount or FVLCTS of the CGU is estimated using the Group’s quoted market value at year end.
Since the Group is a listed quoted entity, the fair value can be determined by the quoted share price of BAI as at closing
on 31 December 2022, which was at £3.10 per share (€3.50 per share) equivalent to an overall £364,775k fair value of the
CGU. This exceeds the Group’s net assets of £153,999k inclusive of the goodwill amount, as such there are no impairment
indicators to the current carrying value of the goodwill.
93BenevolentAI Annual Report 2022
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 follow:
Revenue
In recognising revenue against the individual performance obligations, estimates have been made in the calculation
of their percentage complete, the key driver of revenue release. This requires an estimation of full-time equivalent
(FTE) days needed to fully satisfy each performance obligation.
Share-based payments charge
The Group operates the BenevolentAI Equity Incentive Scheme (BEIS) and Long Term Incentive Plan (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 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 consolidated statement
of comprehensive income. The assumptions used in both the Black-Scholes and Monte Carlo Simulation models are
detailed in note 28.
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).
Fair value revaluation of class A shares and class B shares
As part of the accounting impact of the Business Combination with Odyssey in the year, the consideration deemed to
have been issued by BAI Ltd is based on the value of Odyssey shares at the Closing date. As with the warrants, the fair
value of each share class was determined 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).
4. Accounting impact of the Business Combination
Following the successful completion of the Business Combination with Odyssey on 22 April 2022, BenevolentAI
became the new name of the holding company of the new BAI Group.
This Business Combination was achieved through the contribution of ordinary and preferred shares in 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.
As discussed in note 2.14, the Business Combination between BAI Ltd and Odyssey was accounted for as a capital
reorganisation under IFRS 2 “Share-based Payment”. Accordingly, 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 as at the Closing date. 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. This leads to a non-
cash listing service SBP expense of £83.1 million, determined under IFRS 2 and recognised in administrative expenses.
94 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
4. Accounting impact of the Business Combination continued
As at 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, resulting in a total non-cash listing service
SBP expense of £83.1 million to 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 back stop facility for €40 million (£33.2 million) resulted in a further issuance of 4,000,000 ordinary
shares were also issued (see note 29). 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 29 for further details of the share for share exchange.
95BenevolentAI Annual Report 2022
Financial statements
5. Revenue
We initially recognise income under the AstraZeneca collaborations as deferred revenue, which we become 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 the AZ collaborations. For the year to 31 December 2022, this is represented by
a revenue of £10.6 million (2021: £4.6 million).
Second AZ collaboration
Building on the success of the first collaboration, the relationship with AZ has been expanded into a new three-year
partnership, starting 1 January 2022 and focusing on systemic lupus erythematosus (SLE) and heart failure (HF).
As the result of this collaboration, BenevolentAI received an upfront fee of $15 million (£11.8 million) in January 2022. As
the result of the upfront fee, a total of £2.9 million deferred revenue is recognised as of 31 December 2022 (31
December 2021: £nil).
Management have determined that costs directly attributable to the collaboration agreements are immaterial, and
consequently cost of sales has not been presented.
There is no related party revenue in the year to 31 December 2022 (year to 31 December 2021: £nil). See note 31 for related
party information.
2022
£’000
2021
£’000
By category:
Collaboration revenue 10,560 4,625
10,560 4,625
2022
£’000
2021
£’000
By geographical market:
UK 10,560 4,625
10,560 4,625
Revenue recognised in relation to contract liabilities since the beginning of each year has been explored further in
note 23.
6. Research and development expenditure
2022
£’000
2021
restated
£’000
Drug discovery 47,601 31,846
Included within drug discovery expenses:
SBP expenses 4,422 4,717
Product and technology 24,283 25,070
Included within product & technology expenses:
SBP expenses 2,369 5,107
71,884 56,916
The majority of the expenditure in drug discovery is related to staff costs and advancement of the BenevolentAI pipeline
into later stages. For product and technology, the majority is related to staff costs.
96 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
7. Reported operating loss
The following items have been included in arriving at the reported operating loss of continuing operations:
Note
2022
£’000
2021
restated
£’000
Listing service SBP expense arising from Transaction 4 83,067 —
Amortisation of intangible assets 15 3 12
Impairment of intangible assets 15 — 10,700
Decrease in fair value of investments 17 491 —
Depreciation of property, plant and equipment 16 1,371 1,472
Depreciation of right-of-use assets 18 1,682 1,459
Employee-related SBP expenses 28 27,614 51,390
Auditor’s remuneration 680 1,008
Amounts receivable by the Group’s auditor and its associates in respect of:
Audit of these financial statements 575 87
Audit of financial statements of subsidiary companies 41 60
Taxation compliance services — 125
Advisory costs related to non-audit services 64 —
Advisory costs related to the Transaction — 736
680 1,008
Auditor’s remuneration in 2021 reflects that earned by the previous auditor.
8. Other income
2022
£’000
2021
£’000
Grant income 166 90
166 90
9. Staff numbers and costs
The average number of persons employed by the Group (including directors) during the year, analysed by category,
was as follows:
Number of employees
2022 2021
Research and development 293 256
Administration 61 53
354 309
The aggregate payroll costs of these persons were as follows:
Note
2022
£’000
2021
restated
£’000
Wages and salaries 32,900 27,430
Equity-settled employee-related SBP charge 28 33,818 39,016
(Credit)/charge for social security provision in relation to equity-settled SBP 28 (6,204) 12,374
Social security costs 3,804 3,020
Contributions to defined contribution plans 1,392 1,081
65,710 82,921
The Group operates a defined contribution pension plan. The total expense relating to this plan in the current year was
£1,392k (2021: £1,081k). There was an accrual of £260k at 31 December 2022 (2021: £nil).
97BenevolentAI Annual Report 2022
Financial statements
10. Finance income
2022
£’000
2021
£’000
Interest income on bank deposits 1,544 52
Unwinding of rent deposits 5 4
Fair value revaluation of warrants 17,737 —
19,286 56
Whilst the number of warrants in issue at the year end remains the same as at the Closing date, the fair value
determined for each class has fallen significantly. This £17.7m fall in fair value, from the £18.1m acquired at the Closing
date (per note 4) to the year end balance of £0.4m (per note 24), is represented as a credit to the consolidated statement
of comprehensive income.
11. Finance expense
2022
£’000
2021
£’000
Interest expense on lease liabilities 417 448
Interest expense on cash held 80 —
Bank fees 42 —
Change in fair value of settled forward contract 1,565 —
2,104 448
12. Taxation
2022
£’000
2021
restated
£’000
Recognised in the consolidated statement of comprehensive income
Current tax on income for the year 15,924 12,026
Deferred tax — 2,033
Total tax credit 15,924 14,059
Reconciliation of effective tax rate
Loss for the year before taxation (179,852) (121,714)
Tax using the UK corporation tax rate of 19% (2021: 19.00%) (34,172) (23,126)
Reversal of DT (rights to future income) — 2,033
Surrender of tax losses for R&D tax credit refund 4,946 3,748
Additional deduction for R&D expenditure (11,820) (8,944)
R&D expenditure credits 31 17
Expenses not deductible for tax purposes 23,770 6,333
Deferred tax not recognised on trading losses 1,311 5,891
Fixed asset differences 10 (11)
Total tax refund included in accounts (15,924) (14,059)
A deferred tax asset of £53.7 million (2021: £50 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 £174.3 million (2021: £167.4 million).
The UK Corporation tax rate for year ended 31 December 2022 is 19% (2021: 19%). Deferred tax has been calculated
using 25% (2021: 25%) as this is the corporation tax rate effective 1 April 2023, following the announcement in the
Budget on 3 March 2021 which has been substantively enacted.
98 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
13. 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. The weighted average number of shares is calculated from the number of ordinary and preferred
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 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.
The G2 Growth Shares have been excluded as they do not attract dividends and were subsequently cancelled prior
to the Transaction.
As the Business Combination is accounted for as if BAI Ltd has acquired Odyssey, the number of shares is adjusted
to reflect the exchange ratio of the share for share exchange completed during the Transaction, such as to reflect the
capital structure of the legal parent. In accordance with IAS 33, the calculation of the basic and diluted loss per share
for all periods presented has been adjusted retrospectively due to these changes.
Note
2022
£’000
2021
£’000
Basic and diluted loss per share, expressed in pence (150.2p) (119.8p)
Weighted average ordinary shares outstanding 109,110,109 89,885,143
Total loss for the year (163,928) (107,655)
Adjustments for:
Non-normalised items within operating expenses 2.4 102,436 13,611
Fair value of warrants within finance income 10 (17,737) —
Normalised total loss (79,229) (94,044)
Normalised basic and diluted loss per ordinary share (72.6p) (104.6p)
The dilutive shares and other instruments total 145,126,303 (2021: 90,012,909), where the conversion factor has been
applied). See note 29 for further details. 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.
14. Goodwill
Goodwill
£’000
Cost
Balance at 1 January 2021 23,479
Balance at 31 December 2021 23,479
Balance at 1 January 2022 23,479
Balance at 31 December 2022 23,479
Net book value
At 31 December 2021 23,479
At 31 December 2022 23,479
See note 3.1 for further details.
99BenevolentAI Annual Report 2022
Financial statements
15. Intangible assets
Rights to
future income
£’000
Software
£’000
Total
£’000
Cost
Balance at 1 January 2021 10,700 66 10,766
Disposals — (20) (20)
Balance at 31 December 2021 10,700 46 10,746
Balance at 1 January 2022 10,700 46 10,746
Disposals — (14) (14)
Balance at 31 December 2022 10,700 32 10,732
Amortisation
Balance at 1 January 2021 — 31 31
Amortisation — 12 12
Impairment 10,700 — 10,700
Disposals — (20) (20)
Balance at 31 December 2021 10,700 23 10,723
Balance at 1 January 2022 10,700 23 10,723
Amortisation — 3 3
Disposals — (14) (14)
Balance at 31 December 2022 10,700 12 10,712
Net book value
At 31 December 2021 — 23 23
At 31 December 2022 — 20 20
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 do not believe there to be any indicators of
impairment for these items.
Rights to future income
Relates to a partial economic interest in an asset, impaired in the prior year due to significant uncertainty over future
expected economic return.
100 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
16. Property, plant and equipment
Lab
equipment
£’000
Leasehold
improvement
£’000
Computer
equipment
£’000
Fixtures
& fittings
£’000
Total
£’000
Cost
Balance at 1 January 2021 2,454 1,954 1,901 676 6,985
Additions 706 6 179 34 925
Disposals (40) — (444) (13) (497)
Balance at 31 December 2021 3,120 1,960 1,636 697 7,413
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
Depreciation
Balance at 1 January 2021 1,069 854 1,355 352 3,630
Depreciation charge 516 396 409 151 1,472
Disposals (37) — (417) (13) (467)
Balance at 31 December 2021 1,548 1,250 1,347 490 4,635
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
Net book value
At 31 December 2021 1,572 710 289 207 2,778
At 31 December 2022 1,711 316 431 103 2,561
2022
£’000
2021
£’000
Contracted capital commitments 330 —
17. Investments
2022
£’000
2021
£’000
Investments 1,892 2,383
Unlisted investments
The Group’s unlisted investments include 315,465 (2021: 315,465) ordinary £0.001 shares in Adarga Limited. The investment
is carried at fair value of £1.9 million (2021: £2.4 million), being the value of the most observable recent price-setting
transaction, which occurred during the year ended 31 December 2022. It is, therefore, classified as Level 2 in the fair
value hierarchy defined under IFRS 13. As the result of this transaction, £491k (2021: £nil) was recognised in
administrative expenses in the consolidated statement of comprehensive income.
101BenevolentAI Annual Report 2022
Financial statements
18. Right-of-use assets
Leasehold
property
£’000
Computer
equipment
£’000
Fixtures
& fittings
£’000
Total
£’000
Cost
Balance at 1 January 2021 11,933 20 20 11,973
Additions — — 21 21
Disposals — — (20) (20)
Balance at 31 December 2021 11,933 20 21 11,974
Balance at 1 January 2022 11,933 20 21 11,974
Additions 363 — 12 375
Disposals — — — —
Balance at 31 December 2022 12,296 20 33 12,349
Balance at 1 January 2021 3,290 8 15 3,313
Depreciation charge 1,448 4 7 1,459
Disposals — — (20) (20)
Balance at 31 December 2021 4,738 12 2 4,752
Balance at 1 January 2022 4,738 12 2 4,752
Depreciation charge 1,667 4 11 1,682
Disposals — — — —
Balance at 31 December 2022 6,405 16 13 6,434
Net book value
At 31 December 2021 7,195 8 19 7,222
At 31 December 2022 5,891 4 20 5,915
19. Trade and other receivables
2022
£’000
2021
£’000
Non-current
Rent deposit — 175
— 175
Current
Other receivables 322 400
Rent deposit 187 101
Accrued income 563 38
Other taxation and social security 1,186 1,185
Prepayments 3,526 2,197
5,784 3,921
102 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
20. R&D tax credit receivable
2022
£’000
2021
£’000
R&D tax credit receivable 16,119 12,150
21. Cash, cash equivalents and short-term deposits
2022
£’000
2021
£’000
Cash and cash equivalents 88,442 40,553
Short-term deposits 41,740 —
130,182 40,553
22. Trade and other payables
2022
£’000
2021
£’000
Trade payables 3,578 1,747
Taxation and social security 964 663
Other payables 503 19
Accruals 9,832 7,857
14,877 10,286
23. Deferred income
£’000
Balance at 1 January 2021 2,722
Additions during the year 1,314
Released to revenue (4,005)
Balance at 31 December 2021 31
Balance at 1 January 2022 31
Additions during the year 13,143
Released to revenue (10,300)
Balance at 31 December 2022 2,874
24. Warrants
2022
£’000
2021
£’000
Warrants 352 —
352 —
103BenevolentAI Annual Report 2022
Financial statements
25. Lease liabilities
2022
£’000
2021
£’000
Current
Lease liabilities 1,665 1,593
1,665 1,593
Non-current
Lease liabilities 5,688 7,201
5,688 7,201
Note
2022
£’000
2021
£’000
Amount recognised in the consolidated statement of comprehensive income
Depreciation expense on right-of-use assets 18 1,682 1,459
Interest expense on lease liabilities 11 417 448
2,099 1,907
See note 26 for the cash flows related to the lease liabilities held in the year ended 31 December 2022, and note 30 for
the contractual maturities of the lease liabilities in years to come.
26. Reconciliation of movements of liabilities to cash flows arising from financing activities
Note
Lease
liabilities
£’000
Balance at 1 January 2021 10,328
Repayment of lease liabilities (2,003)
Interest expense on lease liabilities 11 448
Additions 18 21
Balance at 31 December 2021 8,794
Current 25 1,593
Non-current 25 7,201
Balance at 1 January 2022 8,794
Repayment of lease liabilities (2,233)
Interest expense on lease liabilities 11 417
Additions 18 375
Balance at 31 December 2022 7,353
Current 25 1,665
Non-current 25 5,688
104 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
27. Provisions
Dilapidation
on leased
office premises
£’000
Liquidation
of Odyssey
Acquisition B.V.
£’000
Tax related to
share-based
payments
£’000
Total
£’000
Balance at 1 January 2021 — — — —
Provision recognised 251 — 12,374 12,625
Balance at 31 December 2021 251 — 12,374 12,625
Current — — 11,076 11,076
Non-current 251 — 1,298 1,549
Balance at 1 January 2022 251 — 12,374 12,625
Provision acquired through Transaction — 32 — 32
Additional provisions made/(released) during the year 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
The dilapidation provision represents the Group’s obligation to restore the leased premises to their original condition
at the time of vacating the properties.
On 11 April 2022 (prior to the Closing date), Odyssey, by resolution of the General Meeting of Shareholders of its wholly-owned
subsidiary Odyssey Acquisition Subsidiary B.V. (“Odyssey Subsidiary”), put Odyssey Subsidiary into voluntary liquidation.
A provision was recognised for the estimated liquidation costs to be incurred following this decision and formed part
of the net assets deemed to be acquired by BAI Ltd as part of the Transaction (see note 4).
The provision related to the employer tax arising from share-based payments arises 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 28.
28. Employee-related share-based payments (SBP)
28.1 BenevolentAI Equity Incentive Scheme (BEIS)
Prior to the Closing date, the Group under BAI Ltd operated the BEIS, wherein all employees were offered options
or restricted stock units (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 Transaction Closing date, effectively closed to new entrants and with vesting
continuing for awards already granted. For holders of awards under the BEIS, these were transferred at the Closing
date, from being for shares in BAI Ltd to now being exercisable for BAI shares. This transfer was carried out on the
same basis as with the share for share exchange as determined in the Business Combination agreement, maintaining
the fair value held by the BEIS participants.
Options and RSUs have been adjusted based on the ratio of 1 BAI Ltd ordinary and A preferred share into approximately
38.4930 BenevolentAI ordinary shares, as determined in the Business Combination agreement as part of the share for
share exchange. Correspondingly, the exercise price has been divided by the same ratio, such that the fair value charge
remains consistent. The comparative information presented in this note has been adjusted retrospectively for this
conversion, where applicable.
During the year ended 31 December 2022, 1,423,351 options and 75,793 RSUs were granted to employees and others
under the BEIS for BAI, all prior to the Closing date. 1,077,485 options and 93,974 RSUs under the BEIS were forfeited
over the course of the year. No options were exercised, nor RSU agreements settled, during the year. Post-Closing
date, this scheme is now in run-off with no further grants to be made as part of the scheme.
105BenevolentAI Annual Report 2022
Financial statements
28. Employee-related share-based payments (SBP) continued
28.2 Long Term Incentive Plan (LTIP)
Prior to the Closing date, options or RSUs had been awarded under the BEIS. Since then, however, a new equity
incentive scheme was arranged, being the LTIP established on 27 July 2022. Under the LTIP, RSUs and performance
stock units (PSUs) are granted to eligible employees and may be subject to one or more performance conditions.
During the year, 980,123 RSUs and 815,282 PSUs were granted under the LTIP. 23,716 RSUs and 12,108 PSUs were
forfeited due to the grantees no longer being employed by the Group or forfeiting their options.
BEIS (pre-conversion)
1
BEIS (post-conversion)
LTIP
Equity awards held in BenevolentAI
Number
of Awards
Weighted
average
exercise price
(£)
Number
of Awards
Weighted
average
exercise price
(£)
Number
of Awards
Weighted
average
exercise price
(£)
Awards outstanding at 1 January 2021 229,627 36.6 8,839,032 1.0 — —
Granted in the year 289,317 0.1 11,136,679 0.0 — —
Exercised during the year — — — — — —
Lapsed/forfeited during the year (24,207) 266.6 (931,800) 6.9 — —
Outstanding at 31 December 2021 494,737 4.0 19,043,911 0.1 — —
Exercisable at 31 December 2021 — — — — — —
Outstanding at 1 January 2022 19,043,911 0.1 — —
Granted in the year 1,499,144 0.0 1,795,405 —
Exercised during the year — — — —
Lapsed/forfeited during the year (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 — — — —
1. The weighted average exercise price for awards outstanding at 31 December 2021 has been aligned with the opening equivalent in 2022,
following the change in methodology explained in note 28.4.
For BEIS awards outstanding at the year end, the average weighted time to exercise or settlement is 0.4 years. For the
LTIP awards, this is equal to 2.0 years.
28.3 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.
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 2022 2021 2022 2021
Market value at date of grant £5.22 £5.23 £3.53 —
Exercise price at grant date £0.1 £0.1 — —
Volatility 60% 60% 50% —
Time to exercise (years) 1.79 1.68 1.9 —
Risk-free rate 0.97% 0.19% 1.88% —
Employee turnover 12% 12% 11% —
106 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
28. Employee-related share-based payments (SBP) continued
28.3 IFRS 2 valuation continued
Black-Scholes continued
For BEIS awards granted during each year, the grant dates and corresponding vesting end dates reflect the wide and
varied range in dates in which the participants joined the Group. For LTIP awards, these are typically done on a quarterly
basis. Awards made under either scheme have an expiry term of either seven or ten years.
The weighted average market value at date of grant and corresponding exercise price are subject to and divided by
the same conversion factor arising from the share for share exchange. The model inputs for each award are static from
the point of grant onwards, with the weighted average, adjusted for the conversion factor above, otherwise moving
only when awards made are no longer outstanding.
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 2022 2021
Market value at date of grant £5.5 —
Exercise price at grant date — —
Volatility 50% —
Time to exercise (years) 2.7 —
Risk-free rate 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 £5.47 (2021: £nil)
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 2022, the expected life represents the term until expected vesting and exercise.
The risk-free interest rate used reflects the UK Government 5-year Gilt rate as reported by the Bank of England.
Employee-related share-based payment
2022
£’000
2021
restated
£’000
SBP expenses 30,249 39,016
Transaction-related SBP expenses 3,569 —
33,818 39,016
(Credit)/charge for social security provision in relation to equity-settled SBP (6,518) 12,374
Transaction-related social security provision in relation to SBP 314 —
(6,204) 12,374
107BenevolentAI Annual Report 2022
Financial statements
28. Employee-related share-based payments (SBP) continued
28.3 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 feature will
be undertaken on behalf of the scheme participants, which sells the requisite number of shares in order to settle the
employee’s tax obligations. There are also net settlement provisions included at the discretion of the Board in the
scheme rules. Once the sell-to-cover arrangement is completed on behalf of the participant, the realised proceeds
would be given to the Company to settle to any participant tax obligation mechanically via payroll. The remaining
shares on settlement or exercise would be placed on a net basis into a participant custody account. If all of the RSUs
and Options outstanding as at 31 December 2022 were to be settled or exercised, the Group would be required to pay
approximately £6.2 million to the taxation authority in relation to employer related social security taxes.
28.4 Restatement
The Group has re-assessed the fair value (FV) charging methodology for the BEIS, identified as a result of the Business
Combination, reflecting the scheme’s trigger event. Historic FV allocation was to spread straight line over the award’s
overall service period, rather than via a tranching approach. The fair value of each of these vesting tranches is now
recognised in the consolidated statement of comprehensive income on a straight-line basis over the longer of either
the time until that tranche’s service condition is met or the trigger event takes place (the “vesting period”). Prior estimates
around each tranche’s vesting period, using the award’s overall service period as a proxy, were in many instances too
long, meaning that the FV allocation was spread over a longer period than transpired. Indicators during 2021 would
suggest that the re-assessment of the FV allocation over the period until trigger should have taken place in 2021, with
the respective charges pulled back into the restated period.
The error and subsequent correction, presented through the 2021 primary financial statements is detailed below:
2021
Previously
reported
£’000
Prior period
adjustments
£’000
Restated
£’000
Consolidated statement of comprehensive income
Research and development expenses (51,750) (5,166) (56,916)
Administrative expenses (53,116) (16,005) (69,121)
Basic and diluted loss per ordinary share (96.2p) (119.8p)
Consolidated statement of financial position as at 31 December
Current provisions balance 10,391 685 11,076
Non-current provisions balance 251 1,298 1,549
Share-based payment reserve 67,666 19,188 86,854
Accumulated losses (271,001) (21,171) (292,172)
108 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
29. Shareholdings
29.1 Share for share exchange
The table, including a comparative, reflects the shares in issue for BAI Ltd as the accounting acquirer of Odyssey
(now BenevolentAI) and the subsequent consolidated impact of the share for share exchange, the impact of the
redemption, equity PIPE Financing and equity Backstop facility for BenevolentAI, as the legal Parent and listed entity.
Following the cancellation of the G2 Growth shares by BAI Ltd, the Transaction 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.
BenevolentAI Limited (£0.10 par value) BenevolentAI (€0.001 par value)
Ordinary
shares
A Preference
shares
G2 Growth
shares Total
Ordinary
shares
Sponsor
shares
1
Treasury
shares
1
Total
As at 1 January 2021 1,831,829 471,059 87,984 2,390,872
Issued for cash — 35,535 — 35,535
As at
31 December 2021 1,831,829 506,594 87,984 2,426,407
As 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 as
at 22 April 2022 and
31 December 2022 — — — — 117,488,722 2,500,000 25,137,581 145,126,303
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 by ordinary shareholders ahead
of the Closing date were transferred into treasury to be subsequently used to satisfy equity awards or be cancelled.
2. The Capital reorganisation shows the impact of the share for share exchange on the BAI Ltd ordinary and preferred A shares in existence at
closing, subject to an exchange ratio of approximately 38.4930.
29.2 Share capital
As at 31 December 2022, the Company’s share capital comprised:
Number
of shares
authorised
Nominal
Value
€
Number of
shares issued
and fully paid
Aggregate
nominal value
£
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
1
0.001 25,137,581 -1
208,044,124 145,126,303 99,650
1. The treasury shares issued and fully paid form part of the total of ordinary shares authorised and, therefore, do not require separate
authorisation. Under IAS 32, their nominal value (€0.001) in aggregate is not recognised as part of the Group’s equity until such a time they
are not owned by the Group itself.
109BenevolentAI Annual Report 2022
Financial statements
29. Shareholdings continued
29.2 Share capital continued
As at 31 December 2021, the share capital of BAI Ltd, legal parent of the Group prior to the Closing date, comprised:
Allotted, called up and fully paid
Nominal
Value
£
Number of
shares issued
and fully paid
Aggregate
nominal value
£
Ordinary shares 0.10 1,831,829 183,183
A Preference shares 0.10 506,594 50,660
G2 Growth shares 0.10 87,984 8,798
2,426,407 242,641
30. 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:
Note
Carrying
amount
2022
£’000
Carrying
amount
2021
£’000
Financial assets
Financial assets measured at fair value
Investment 17 1,893 2,383
Financial assets measured at amortised cost
Cash and cash equivalents 21 88,442 40,553
Short-term deposits 21 41,740 —
Trade and other receivables 19 1,072 539
Total financial assets 133,147 43,475
Financial liabilities
Financial liabilities measured at fair value
Warrants 24 352 —
Financial liabilities measured at amortised cost
1
22 13,914 9,636
Total financial liabilities 14,266 9,636
1. The 2021 comparative has been aligned with the basis used in 2022, no longer including the social security tax liability arising on
equity-settled SBP.
Where financial asset and liabilities are measured at amortised cost, this is considered an approximation to their
underlying fair value .
Risk Management
The Group’s principal financial instruments comprise cash at bank, trade payables and other receivables and 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, short-term deposits
and investment securities.
The Group currently does not have a provision for bad debt based on historic and current experience with relevant
parties. Exposure to expected credit losses is, therefore, expected to be nil. See note 2.15 for further details.
The Group addresses institution risk as part of its treasury activities, with cash, cash equivalents and short term
deposits spread across a number of banks. Following the collapse of Silicon Valley Bank in March 2023, this approach
has been validated. The Group, while holding funds with the Bank, would not have been exposed in terms of day to
day operations or in terms of access to liquid funds. The Group did not experience any defaults on deposits and,
through resolution measures both in the US and UK, does not anticipate any expected credit losses as a result.
110 BenevolentAI Annual Report 2022
Notes to the financial statements continued
for the year ended 31 December
Financial statements
30. Financial instruments continued
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
31 December 2022
Carrying
amount
£’000
Total
£’000
1 year or less
£’000
1 to <2 years
£’000
2 to <5 years
£’000
5 years
and over
£’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
31 December 2021
Carrying
amount
£’000
Total
£’000
1 year or less
£’000
1 to <2 years
£’000
2 to <5 years
£’000
5 years and over
£’000
Non-derivative financial liabilities
Trade and other payables 9,623 9,623 9,623 — — —
Lease liabilities 8,794 10,214 2,003 1,848 4,415 1,948
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 does not have any
exposure to interest rate risk nor changes in quoted equity prices, but it is exposed to 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.
31 December 2022
Euro
£’000
US Dollar
£’000
British Pound
£’000
Total
£’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
31 December 2021
Euro
£’000
US Dollar
£’000
British Pound
£’000
Total
£’000
Cash and cash equivalents 398 1,107 39,048 40,553
Trade payables (191) (14) (1,542) (1,747)
Net exposure 207 1,093 37,506 38,806
A 10% weakening of the following currencies against the Pound Sterling at 31 December 2022 would have increased
profit or loss before taxation 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 2021.
Sensitivity analysis
2022
£’000
2021
£’000
€ (606) (21)
$ (653) (109)
111BenevolentAI Annual Report 2022
Financial statements
30. Financial instruments continued
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 2022, 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.
31. Related party transactions
Identity of related parties with which the Group has transacted
During the year, the Group paid £nil contractor fees to Lisciad Limited (2021: £31k), a company under common control.
At the year end, BAI Ltd owed £nil (2021: £nil) to Lisciad Limited.
Transactions with key management personnel (KMPs)
The renumeration 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:
2022
£’000
2021
£’000
Annual fees/salaries 1,032 662
Bonus 280 233
Equity-settled employee-related SBP charge 12,912 22,918
(Credit)/charge for social security provision in relation to equity-settled SBP (3,953) 6,657
Social security costs 133 99
Benefits, including pension 34 13
10,438 30,582
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.
Other related party transactions
There were no provisions for uncollectible receivables and bad debts expense recognised in the year in relation
to related parties and no payables outstanding at 31 December 2022 or 31 December 2021.
32. Subsequent events
There are no subsequent events to report.
112 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
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 2022.
1. Overview
BenevolentAI (the “Company”, formerly Odyssey Acquisition S.A., now 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 corporate purpose, initially setup as a special purpose acquisition
company (“Odyssey SPAC”), was the acquisition of a business with principal business operations in Europe or in another
geographic area, that is based in the healthcare sector or the TMT (technology, media, telecom) sector or any other
sectors through a merger, share exchange, asset acquisition, share repurchase, reorganization or similar transaction
(the “Business Combination”).
On 22 April 2022 (“Closing date”), Odyssey SPAC and BenevolentAI Limited completed a Business Combination
(“Transaction”) by way of contribution of all shares in BenevolentAI Limited into Odyssey SPAC in exchange for Odyssey
SPAC issuing new ordinary shares. Following the Transaction, Odyssey Acquisition S.A. became the ultimate holding
company of the BAI Group and was renamed BenevolentAI.
Following the Transaction, 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 2022, the Company, a listed entity, has 117,488,722 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 25,137,581 Class A Shares categorised as own 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 2022 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.
In conjunction, but independent of, the shareholder vote and approval to conclude the Transaction, certain Odyssey
Acquisition S.A. shareholders elected to redeem 25,137,581 ordinary shares for GBP 207.8 million cash prior to closing,
as part of the redemption feature of the Class A shares. Post-Closing, the redemption features of the shares drop away.
These shares remain listed and are held in a Company-own custody account as at 31 December 2022. See note 5.
Financial performance highlights.
The loss of the Company for the year ended 31 December 2022 was GBP 693.6 million, mainly driven by the value
adjustment of the Company’s investment in its wholly-owned subsidiary BenevolentAI Limited (GBP 528.2 million)
and value adjustment of the Company’s investment in its own shares (GBP 129.8 million), due to a decrease in the
Group’s share price.
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 post-Transaction closing, are discussed in detail on pages 39 to 41 of the Annual Report.
Financial Position
The Company’s main asset in the annual accounts refer to its investment in BenevolentAI Limited (100% ownership),
arising from the Transaction and subsequent contribution from capital secured through the Transaction. An investment
in own shares is also reflected in the balance sheet as a result of the redemption discussed earlier.
Future Development
The future development of the Group and, as supported and enabled by the Company, is described on pages 20 and
21 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 2022 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 enterprise-wide risk management framework are discussed on pages 42 to 45 of the
Annual Report.
Management report
for the year ended 31 December 2022
113BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
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 additional 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.
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. Governance activities of the Group are discussed in
detail in the Governance Section of the Annual Report.
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 42 to 55.
6. Financial risk management objectives and policies
As at 31 December 2022, the Company had GBP 7.9 million in cash at bank and in hand. The Company had a net
equity of GBP 0.4 billion as at 31 December 2022. 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 42 to 45 of the Annual Report.
7. Annual Accounts of BenevolentAI
The Annual Accounts of BenevolentAI are shown on pages 112 to 132. These were prepared in accordance with
Luxembourg’s legal and regulatory requirements and using the going concern basis of accounting described above.
The loss for the year ended 31 December 2022 was GBP 693.6 million, mainly driven by the value adjustment of the
Company’s investment in its wholly-owned subsidiary BenevolentAI Limited (GBP 528.2 million) and value adjustment
of the Company’s investment in its own shares (GBP 129.8 million), due to a decrease in the Group’s share price. It is
proposed that the loss for the year ended 31 December 2022 will be allocated to the profit and loss brought forward
at1 January 2023. At 31 December 2022, 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 52.
On behalf of the Board of Directors of the Company:
Joanna Shields
Chief Executive Officer
20 March 2023
114 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
Responsibility statement by the Board of Directors
for the year ended 31 December 2022
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 2022, 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 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
20 March 2023
Joanna Shields
Chief Executive Officer
20 March 2023
115BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
Independent auditor’s report
to the Board of Directors of BenevolentAI
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 2022, 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 2022;
• 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.
116 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
Report on the audit of the annual accounts continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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.
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).
Independent auditor’s report continued
to the Board of Directors of BenevolentAI
117BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
Report on the audit of the annual accounts continued
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 judgement 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.
118 BenevolentAI Annual Report 2022
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 30June2022
and the duration of our uninterrupted engagement, including previous renewals and reappointments, is1 year.
We have checked the compliance of the annual accounts of the Company as at 31 December 2022 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 2022, identified as BenevolentAI-2022-12-31-en,
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
20 March 2023
Independent auditor’s report continued
to the Board of Directors of BenevolentAI
119BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
(in thousands of Pounds Sterling (GBP) Note 2022
2021
restated
1
Assets
C. Fixed assets 364,774 248,317
III. Financial assets 3 364,774 248,317
1. Shares in affiliated undertakings 364,774 248,317
D. Current assets 86,008 2,068
II. Debtors 4 17 100
2. Amounts owed by affiliated undertakings — 100
a) becoming due and payable within one year — 100
4. Other debtors 17 —
a) becoming due and payable within one year 17 —
III. Investments 4 78,046 —
2. Own shares 78,046 —
IV. Cash at bank and in hand 6 7,945 1,968
E. Prepayments 1,154 512
Total assets 451,936 250,897
Capital, reserves and liabilities
A. Capital and reserves 5 449,788 249,883
I. Subscribed capital 120 31
II. Share premium account 1,071,562 256,178
IV. Reserves 79,117 1,071
2. Reserve for own shares 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 (7,397) —
VI Profit or loss for the financial year (693,614) (7,397)
C. Creditors 7 2,148 1,014
4. Trade creditors 384 1,013
a) becoming due and payable within one year 384 1,013
6. Amounts owed to affiliated undertakings 1,752 —
a) becoming due and payable within one year 1,752 —
8. Other creditors 12 1
a) Tax authorities 8 —
c) Other creditors 4 1
i) becoming due and payable within one year 4 1
Total capital, reserves and liabilities 451,936 250,897
1. Restatement for change in functional currency from Euro to Pound Sterling during 2022, as outlined in note 2.2.
Balance sheet
as at 31 December
120 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
(in thousands of GBP) Note
Year ended
31 December
2022
Period from
1 June
2021 to
31 December
2021
4. Other operating income 122 —
5. Raw materials and consumables and other external expenses 8 (30,779) (6,503)
b) Other external expenses (30,779) (6,503)
8. Other operating expenses 9 (1,652) (131)
11. Other interest receivable and similar income 10 1,344 —
b) Other interest and similar income 1,344 —
13. Value adjustments in respect of financial assets and of investments
held as current assets 3, 4 (657,983) (761)
14. Interest payable and similar expenses (918) (2)
a) Concerning affiliated undertakings 3 (424) —
b) Other interest and similar expenses 11 (494) (2)
16. Profit or loss after taxation (689,866) (7,397)
17. Other taxes not shown under items 1 to 16 12 (3,748) —
18. Profit or loss for the financial year (693,614) (7,397)
Profit and loss account
for the year ended 31 December
121BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
1. General
BenevolentAI (the “Company”, formerly known as Odyssey Acquisition S.A. or “Odyssey”, now BenevolentAI) 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 Register (Registre de Commerce et des Sociétés, in abbreviated “RCS”) under
thenumber B255412, and its registered 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 25,137,581 are composed of own 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 2022 that are not listed on a stock exchange.
The Company’s corporate purpose, initially setup as a special purpose acquisition company, was the acquisition of a
business with principal business operations in Europe or in another geographic area, based in the healthcare sector or
the TMT (technology, media, telecom) sector or any other sectors through a merger, share exchange, asset acquisition,
share repurchase, reorganization or similar transaction.
On 22 April 2022 (the “Closing date”), Odyssey and BenevolentAI Limited completed a Business Combination
(“Transaction”) by way of contribution of all shares in BenevolentAI Limited into Odyssey in exchange for Odyssey
issuing new ordinary shares. Following the Transaction, Odyssey became the ultimate holding company of the
BenevolentAI Group, and was renamed to BenevolentAI.
Following the Transaction, the Company’s purpose shall be as from such time, 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 the
Grand Duchy of 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 authorization.
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 2022 to 31 December 2022, except for the first financial
period which ran from 1 June 2021 (date of incorporation) to 31 December 2021.
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.
Notes to the annual accounts
122 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
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.
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.
2.2 Change in functional currency of the Company and comparative information
As of the Closing date, management reviewed the functional and presentation currency of the Company. The change
in functional and presentation currency for the Company was made to reflect that Pound Sterling (GBP) has become
the predominant operating currency for the Company, representing a significant part of its cash flows and its
operating environment.
Unless otherwise stated, all amounts in the annual accounts are stated in thousands of GBP.
In line with this change, the comparative information for the year ended 31 December 2021 has been restated to GBP
using the prevailing exchange rate as at the Closing date, equal to 0.8302, to ensure comparability. Below is the impact
of the change in functional and presentation currency:
Balance sheet
As at 31 December 2021
EUR
In thousands
of GBP
Assets
C. Fixed assets 299,103,687.63 248,317
III 1. Shares in affiliated undertakings 299,103,687.63 248,317
D. Current assets 2,491,386.75 2,068
II 2a) Amounts owed by affiliated undertakings becoming due and payable within one
year 120,608.36 100
IV. Cash at bank and in hand 2,370,778.39 1,968
E. Prepayments 615,363.91 512
Total assets 302,210,438.29 250,897
Capital, reserves and liabilities
Capital and reserves 300,989,625.07 249,883
I. Subscribed capital 37,500.00 31
II. Share premium account 308,572,500.00 256,178
IV. 4b) Other non-available reserves 1,290,000.00 1,071
VI. Profit or loss for the financial year (8,910,374.93) (7,397)
Creditors 1,220,813.22 1,014
4. Trade creditors becoming due and payable within one year 1,219,741.15 1,013
6a) Amounts owed to affiliated undertakings becoming due and payable within one year 1.00 —
8ai) Other creditors becoming due and payable within one year 1,071.07 1
Total capital, reserves and liabilities 302,210,438.29 250,897
Notes to the annual accounts continued
123BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
2. Summary of significant accounting policies continued
2.2 Change in functional currency of the Company and comparative information continued
Profit and loss account
For period from 1 June 2021 to 31 December 2021
EUR
In thousands
of GBP
5. Raw materials and consumables and other external expenses (7,834,120.16) (6,503)
b) Other external expenses (7,834,120.16) (6,503)
8. Other operating expenses (157,896.81) (131)
13. Value adjustments in respect of financial assets and investments held as
current assets (916,313.37) (761)
14. Interest payable and similar expenses (2,044.59) (2)
b) Other interest and similar expenses (2,044.59) (2)
16. Profit or loss after taxation (8,910,374.93) (7,397)
18. Profit or loss for the financial year (8,910,374.93) (7,397)
2.3 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 higher 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.
2.4 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.
2.5 Interest income and expenses
Interest income and expenses are each recognised in the profit and loss account as they accrues on a timely basis,
byreference to the principal outstanding and effective interest rate applicable.
2.6 Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and
subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they
were incurred.
2.7 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.
2.8 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.
124 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
2. Summary of significant accounting policies continued
2.9 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.
2.10 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.
2.11 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.
2.12 Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year.
2.13 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.
2.14 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.
2.15 Expenses
Expenses are accounted for on an accrual basis.
2.16 Income tax
The Company is subject to income taxes in Luxembourg for the period up to the Closing Date of the Transaction, from
which date the Company is subject to income taxes in the United Kingdom, from where the management of the
business is undertaken after the Transaction.
Notes to the annual accounts continued
125BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
3. Financial assets
Movements in financial assets during the year/period are as follows:
Shares in
affiliated
undertakings
£’000
Gross book value
Opening balance at 1 June 2021 —
Additions 249,078
Balance at 31 December 2021 249,078
Disposals (249,078)
Additions 893,007
Balance at 31 December 2022 893,007
Accumulated value adjustment
Opening balance at 1 June 2021 —
Allocation of value adjustments for the period (761)
Balance at 31 December 2021 (761)
Reversals of value adjustments for the year due to disposal 761
Allocation of value adjustments for the year (528,233)
Balance at 31 December 2022 (528,233)
Net book value
At 31 December 2021 248,317
At 31 December 2022 364,774
Disposals in the year
On 11 April 2022, the Company, by resolution of the General Meeting of Shareholders of its wholly-owned subsidiary
Odyssey Acquisition Subsidiary B.V. (“Odyssey Subsidiary”), put Odyssey Subsidiary into voluntary liquidation.
Acorresponding loss on disposal of GBP (424) thousands has been recognised in the profit and loss account,
underinterest payable and similar expenses concerning affiliated undertakings.
126 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
3. Financial assets continued
Additions in the year
Additions for the year are represented by the new investment arising from the share-for-share exchange with
BenevolentAI Limited, equal to GBP 747,292 thousands, and the capital contribution made in the subsidiary shortly
after, equal to GBP 145,715 thousands.
The share-for-share exchange on the BenevolentAI Limited ordinary and preferred A shares at Closing date, equal to
2,338,423, for 90,012,909 to the new Ordinary shares in BenevolentAI, were subject to an exchange ratio of
approximately 38.4930 based on the Business Combination agreement dated 6 December 2021. As a result, the
Company recognised an investment in its wholly-owned subsidiary BenevolentAI Limited, amounting to GBP 747,292
thousands.
The capital contribution made by the Company into BenevolentAI Limited represents the transfer of surplus funds,
equal to GBP 145,715 thousands, beyond those required by the Company for working capital purposes, received from
equity funds achieved through the private investment in public equity transaction (the “PIPE Financing”), backstop
facility and SPAC subscription proceeds (gross proceeds of EUR 225 millions, equal to GBP 186,796 thousands).
Shares in affiliated undertakings are as follows: (in thousands of GBP)
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 2022 359,125 (114,462)
Value adjustment to financial assets during the year
The investments made in the newly-acquired subsidiary during the year ended 31 December 2022 have been assessed
for impairment at the year end. Given the fall in Company’s share price and corresponding market cap since the Closing
date until year end, and Management’s view that the value of BenevolentAI is largely representative of the Group as a
whole, a value adjustment of GBP (528,233) 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.
Notes to the annual accounts continued
127BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
4. Investments
Movements in investments in own shares during the year are as follows:
Investment in
own shares
£’000
Gross book value
Balance at 1 June 2021 and 31 December 2021 —
Additions 207,796
Balance at 31 December 2022 207,796
Accumulated value adjustment
Balance at 1 June 2021 and 31 December 2021 —
Allocation of value adjustments for the period (129,750)
Balance at 31 December 2022 (129,750)
Net book value
At 31 December 2021 —
At 31 December 2022 78,046
Prior to the Transaction, the Company redeemed 25,137,581 Ordinary shares at EUR 9.96 per share as requested by the
shareholders in connection with the Transaction, equal to a total of GBP 207,796 thousands.
As with the value adjustment to investments made in the newly-acquired subsidiary, the investment in own shares
has been assessed for recoverablity. Due to the fall in share price of the Company, a value adjustment of GBP (129,750)
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.
5. Capital and reserves
Movements during the year are as follows:
Subscribed
capital
£’000
Share
premium
£’000
Legal
reserves
£’000
Reserve
for own
shares
£’000
Other
reserves
£’000
Profit
or loss
brought
forward
£’000
Profit or
loss for
the year
£’000
Total
£’000
Balance as at 31 December 2021 31 256,178 — — 1,071 — (7,397) 249,883
Redemption of own shares — (207,796) — 207,796 — — — —
Contribution in kind 75 747,217 — — — — — 747,292
Equity of PIPE Financing
andbackstop facility 14 146,213 — — — — — 146,227
Value adjustment in reserve
forown shares — 129,750 — (129,750) — — — —
Allocation of previous
year’sresults — — — — — (7,397) 7,397 —
Results for the year — — — — — (693,614) (693,614)
Balance at 31 December 2022 120 1,071,562 — 78,046 1,071 (7,397) (693,614) 449,788
128 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
5. Capital and reserves continued
5.1 Subscribed capital and share premium
Ordinary shares (A shares)
As at 31 December 2021, the subscribed share capital amounts to EUR 30,000.00, comprised of 30,000,000 shares.
Ahead of the Closing date, 25,137,581 Ordinary shares were redeemed in cash for an amount equal to GBP 207,796
thousands in favour of previous Odyssey shareholders. These redeemed shares remain listed and are held in a
Company-own custody account (“Treasury shares”), with the redemption captured as an investment in own shares
and through the reserve for own shares recognised through share premium. As result of the redemption, the Company’s
shares become non-redeemable. The reversal of reserve for own shares recognised is equal to the value adjustment
recognised on investments in own shares (see note 4).
At the Closing date, the Company issued out of the authorised share capital 112,626,303 new Ordinary shares.
a) 90,012,909 were issued to the BenevolentAI Limited shareholders against their contribution of their BenevolentAI
Limited to the Company, subject to an exchange ratio of approximately 38.4930.
b) 13,613,394 new Ordinary shares were issued under the subscription agreements in connection with the
Transaction entered into by the Company with certain investors in the PIPE Financing against payment of EUR
10.00 per new Ordinary share.
c) 4,000,000 new Ordinary shares were issued at EUR 10.00 per share for gross proceeds of EUR 40 million, pursuant
to the backstop facility agr eement entered into in its amended form in April 2022.
d) Finally, 5,000,000 Sponsor shares (B shares) converted into Ordinary shares.
Sponsor shares (B shares)
As at 31 December 2021, the subscribed share capital amounts to EUR 7,500.00.
Upon completion of the Transaction, two-thirds of the 7,500,000 Sponsor shares converted into Ordinary shares
inaccordance with the conversion schedule (the “Promote Schedule”, defined in the glossary of the prospectus).
Theremaining 2,500,000 are eligible to convert at a future point in time, provided the underlying conditions are met.
The Sponsor shares will only have nominal economic rights (i.e., reimbursement of their par value, at best, in case
ofliquidation). The Sponsor shares were not part of the private placement and are not listed on a stock exchange.
Shares issued and outstanding
EUR 0.001 par value
Ordinary
shares
Sponsor
shares
1
Treasury
shares
1
Total
As at 1 June 2021 — — — —
Issuance of Sponsor shares — 8,750,000 — 8,750,000
Issuance of Ordinary shares 30,000,000 — — 30,000,000
Cancellation of Sponsor shares — (1,250,000) — (1,250,000)
As at 31 December 2021 30,000,000 7,500,000 — 37,500,000
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
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 by ordinary shareholders ahead
of the Closing date were transferred into treasury shares to be subsequently used to satisfy equity awards or be cancelled.
The total number of authorised shares is equal to 208,044,124.
Notes to the annual accounts continued
129BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
5. Capital and reserves continued
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 Reserves for own shares
The Company purchased its own shares during the year 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 adjustment within the year.
5.4 Other reserves (Warrants)
Other reserves refer to the Public warrants and the Sponsor warrants.
Public warrants (Class A)
On 6 July 2021, the Company had issued 10,000,000 Public warrants together with the Ordinary shares (together, a
“Unit”) for an aggregate price of EUR 10.00 per Unit, the nominal subscription price per Public warrant being EUR 0.03.
Hence, total proceeds in relation to the issue of the warrants amount to EUR 300,000.00.
Public warrants have ISIN code LU2355630968. Each Public warrant entitles its holder to subscribe for one Ordinary
share, with a stated exercise price of EUR 11.50, 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 may only be exercised for a whole number of Ordinary shares. Public warrants will become exercisable
30 days after the completion of the Transaction. Public warrants expire five years from the date of the consummation
of the Transaction, 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 following the consummation of the Transaction 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 following the consummation
of the Transaction 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 the Sponsor.
Sponsor warrants (Class B)
On 6 July 2021, the Sponsor subscribed for 6,600,000 Sponsor warrants at a price of EUR 0.15 per Sponsor warrant,
orEUR 990,000.00 in aggregate.
Pursuant to the Anchor Investor Agreements, the Sponsor transferred a total of 742,500 Sponsor warrants to the
anchor investors for an aggregate price of EUR 111,375.00. Following the transfer, the Sponsor held a total of 5,857,500
Sponsor warrants. Each Sponsor warrant entitles its holder to subscribe for one Ordinary share, with a stated exercise
price of EUR 11.50, 30 days after the completion of the Transaction.
The 6,600,000 Sponsor warrants are identical to the Public warrants underlying the Units (as defined above) 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 (defined in the prospectus). Sponsor warrants
were not part of the private placement and are not listed on a stock exchange.
6. Cash at bank and in hand
(in thousands of GBP)
31 December
2022
31 December
2021
Cash at bank and in hand
1
7,945 1,968
Total 7,945 1,968
1. Cash at bank and in hand as at 31 December 2022 includes GBP 4,974 thousands held in short-term deposits (2021: nil).
7. Creditors
Creditors due and payable within one year are composed of the following:
(in thousands of GBP)
31 December
2022
31 December
2021
Amount owed to affiliated undertakings 1,752 —
Trade creditors and accruals 384 1,013
Other creditors 12 1
Total 2,148 1,014
130 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
8. Other external expenses
(in thousands of GBP)
Year ended
31 December
2022
From
1 June 2021
to
31 December
2021
Professional fees paid to shareholders 12,320 476
Legal fees 6,138 842
Transaction and PIPE-related fees, other than legal 5,939 —
Underwriting fees 4,140 3,737
Insurance expense 969 171
Listing and agency fees 512 225
Consulting, advisory, accounting and valuation fees 363 443
Audit fees 265 442
Administrative services with Odyssey Sponsor S.à r.l. 66 116
Other professional fees 23 32
Bank fees 17 4
Other expenses 14 3
Notary fees 13 12
Total 30,779 6,503
The total audit fees paid are as follows:
(in thousands of GBP)
Year ended
31 December
2022
From
1 June 2021
to
31 December
2021
Audit-related fees 223 360
Statutory audit of the annual accounts 42 82
Total 265 442
Audit-related fees, provided by the prior auditor, correspond to non-audit services in relation to the Group’s preparation
for listing in 2021, or as part of the Transaction. The fees for the statutory audit in 2021 reflects that earned by the
previous auditor.
9. Other operating expenses
(in thousands of GBP)
Year ended
31 December
2022
From
1 June 2021
to
31 December
2021
Recharged expenses from affiliated undertakings 1,100 —
Directors’ fees 444 —
CSSF fees 106 122
Other operating expenses 2 9
Total 1,652 131
Notes to the annual accounts continued
131BenevolentAI Annual Report 2022
BenevolentAI (Company)
Annual Accounts
10. Other interest receivable and similar income
(in thousands of GBP)
Year ended
31 December
2022
From
1 June 2021
to
31 December
2021
Foreign exchange gain 1,302 —
Interest income 42 —
Total 1,344 —
11. Other interest payable and similar expenses
(in thousands of GBP)
Year ended
31 December
2022
From
1 June 2021
to
31 December
2021
Foreign exchange loss 414 2
Banking interest 80 —
Total 494 2
12. Other taxes
(in thousands of GBP)
Year ended
31 December
2022
From
1 June 2021
to
31 December
2021
Stamp duty arising from Transaction 3,739 —
Net wealth tax 9 —
Total 3,748 —
13. Staff numbers and costs
The Company did not employ any staff during the year ended 31 December 2022 or period ended 31 December 2021.
14. Directors’ remuneration
The Company granted emoluments of GBP 443,922 across 9 directors in the year ended 31 December 2022 (2021: none).
The Company has no commitments in respect of retirement pensions to members of its Board of Directors during
theyear ended 31 December 2022 (2021: none).
The Company did not grant any advances or loans to members of its Board of Directors during the year ended
31December 2022 or period ended 31 December 2021.
132 BenevolentAI Annual Report 2022
BenevolentAI (Company) Annual Accounts
15. Related party transactions
Prior to the Closing date, the Company had been compensating the Sponsor for administrative and day-to-day
support services, pursuant to an agreement entered in 2021, in an amount of EUR 20 thousands (GBP 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 EUR 80 thousands (GBP 66 thousands) per
month since June 2021 until the Closing date 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 EUR 11.5 million
(GBP 9.6 million) upon consummation of the Transaction.
Prior to the Transaction, the Company agreed to pay a deferred underwriting commission of EUR 3 million
(GBP2.5million), to Zaoui & Co. upon consummation of the Transaction.
Transactions with related parties are performed on a commercial basis.
16. Off-balance sheet commitments and contingent liabilities
BenevolentAI Equity Incentive Scheme (BEIS)
As part of the Transaction, BenevolentAI took on the equity-settled share incentive scheme, the BEIS, previously
operated by BenevolentAI Limited. Under the BEIS, all employees were offered options or Restricted Stock Units
(RSUs) upon joining. RSUs operate in such a way as to give the same economic benefit as options, reflecting the
requirements of certain jurisdictions.
The BEIS is in run-off since the Closing date, closed to new entrants and with vesting continuing for awards already
granted. For holders of awards under the BEIS, these were transferred at the Closing date, from being for shares in
BenevolentAI Limited to now being exercisable, in the case of options, and settleable, in the case of RSUs, for shares
inBenevolentAI. This transfer was carried out on the same basis as with the share for share exchange as determined
inthe Business Combination agreement, namely using a conversion factor of approximately 38.4930, maintaining the
fair value held by BEIS participants. The comparative information presented in this note has been adjusted retrospectively
for this conversion, where applicable.
There are 19,371,596 awards outstanding as at 31 December 2022, each of which carries a weighted average exercise
price of GBP 0.10. No options have yet been exercised, nor RSU agreements settled.
Long Term Incentive Plan (LTIP)
Following the Closing date, a new LTIP was formed on 27 July 2022. 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 1,759,581 awards outstanding as at 31 December 2022, each of which carries a nil exercise price. No RSUs or
PSUs have been settled.
Once the underlying vesting conditions of the awards are met under either 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 2022 (2021: none).
17. Subsequent events
There are no subsequent events to report.
Notes to the annual accounts continued
133BenevolentAI Annual Report 2022
Other information
AD Atopic dermatitis.
AFM The Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).
AGM Annual General Meeting.
AI. Artificial intelligence.
ALS Amyotrophic lateral sclerosis.
Anchor Investors Linden Capital L.P., P. Schoenfeld Asset Management LP and Sona Asset Management (UK) LLP.
Articles of
Association
The consolidated Articles of Association of the Company dated 13 October 2022 and as
amended from time to time.
AstraZeneca
Collaboration
Benevolent’s collaboration agreements with AstraZeneca with respect to (i) CKD and IPF drug
research, and (ii) SLE and HF.
Audit Law Luxembourg law of 23 July 2016 on the audit profession, as amended.
Award An equity award.
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 Contract research organisations.
COO Chief Operating 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.
Dutch Financial
Supervision Act
The Dutch Financial Supervision Act (Wet of het financieel toezicht) and the rules
promulgated thereunder.
ELT Executive Leadership Team.
ESG Environmental, social and governance.
EU European Union.
Glossary
134 BenevolentAI Annual Report 2022
Other information
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.
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.
LTIP The Company’s 2022 Long Term Incentive Plan.
MHRA UK Medicines and Healthcare products Regulatory Agency.
NEDs Non-Executive Directors.
NLP Natural language processing.
PSU Performance stock unit.
R&D Research and development.
RSU Restricted stock unit.
SLE Systemic lupus erythematosus.
TargetID Target identification.
WHO World Health Organisation.
Glossary continued
Full & short Company name
BenevolentAI
Directors
Dr. François Nader M.D.
Joanna Shields (Baroness Shields)
Dr. Olivier Brandicourt
Mr. Jean Raby
Dr. Susan Liautaud
Prof Sir Nigel Shadbolt
Dr. John Orloff
Dr. Jackie Hunter
Company Secretary
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
hello@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
Shareholder information
BenevolentAI’s commitment to environmental issues is reflected
inthis Annual Report, which has been printed on UPM Finesse
Premium 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.
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.
CBP017733
135BenevolentAI Annual Report 2022
4-8 Maple Street
London W1T 5HD
United Kingdom