SEC Form PRE 14A filed by Silence Therapeutics Plc

PRELIMINARY - SUBJECT TO COMPLETION

Silence Therapeutics plc

(incorporated and registered in England and Wales under the Companies Act 2006

with registered number 02992058)

Registered Office: 27 Eastcastle Street, London W1W 8DH, United Kingdom

May  , 2025

Dear Shareholder:

We are pleased to provide details of the 2025 Annual General Meeting (the “AGM”) of Silence Therapeutics plc to be held on Thursday, June 26, 2025, at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically via https://meetings.lumiconnect.com/100-996-389-736. The AGM will be held as a hybrid general meeting so that holders of ordinary shares will be able to participate in the meeting in person or electronically.

Details regarding the business to be conducted at AGM and admission to the AGM are described in the accompanying Notice of Annual General Meeting of Shareholders and proxy statement.

Your vote is important. We hope you will vote as soon as possible. You may vote through any of the means described in the accompanying proxy statement, or, if you are a holder of our American Depositary Shares (“ADSs”), the ADS proxy card provided to you. Please carefully review the instructions on each of your voting options described in this proxy statement, the notice, and, if applicable, the voting instructions.

Thank you for your ongoing support of and continued interest in Silence Therapeutics plc. We look forward to receiving your vote in respect of the business to be conducted at the AGM.

Yours sincerely,

Iain Ross

Chairman

PRELIMINARY - SUBJECT TO COMPLETION

Silence Therapeutics plc

(incorporated and registered in England and Wales under the Companies Act 2006

with registered number 02992058)

Registered Office: 27 Eastcastle Street, London W1W 8DH, United Kingdom

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 26, 2025

NOTICE is hereby given that the 2025 Annual General Meeting (the “AGM”) of Silence Therapeutics plc, a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Thursday, June 26, 2025, at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically via https://meetings.lumiconnect.com/100-996-389-736, for transaction of the following business:

Ordinary Resolutions

Confidential data (L2). Printed copies are uncontrolled and must be destroyed after use.

Special Resolution

Please refer to the attached proxy statement for detailed information on each of the resolutions, which are set forth in the attached proxy statement as resolutions 1 through 13. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that shareholders entitled to vote at the AGM vote in favor of each of the resolutions.

Resolutions 1 through 12 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

Resolution 13 will be proposed as a special resolution under English law. Assuming that a quorum is present, a special resolution is passed on a poll if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

Voting on all resolutions at the AGM will be conducted by way of a poll, rather than a show of hands.

The result of the shareholder votes on the ordinary resolutions in resolutions 5, 6, 10 and 11 will not require our board of directors or any committee thereof to take any action. Our board of directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these resolutions.

Only those ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, June 24, 2025 will be entitled to attend, speak and vote at the AGM. Ordinary shareholders attending the AGM will have the right to ask questions at the AGM in accordance with the Companies Act 2006 (the “Companies Act”).

Your vote is important, regardless of the number of shares or American Depositary Shares (“ADSs”) you own. Holders of ordinary shares who attend the AGM in person or electronically via https://meetings.lumiconnect.com/100-996-389-736 will be able to vote during the AGM. However, to make sure your shares are represented at the AGM, please vote as soon as possible. Holders of ordinary shares entitled to attend and vote at the AGM are entitled to appoint a proxy (or, if they hold more than one ordinary share, proxies) to exercise all or any of their rights to attend, speak and vote at the AGM. Such proxy need not be one of our shareholders of record. Holders of our ordinary shares may vote by proxy either electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/ by no later than 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time) on Tuesday, June 24, 2025. Alternatively, you may be able to appoint a proxy electronically via the CREST electronic proxy appointment service or if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. A hard copy form of proxy has not been sent to you, but you can request one directly from our registrar, MUFG Corporate Markets. You may revoke your proxy in the manner described in the accompanying proxy statement. Holders of our ADSs may vote by following the voting instructions in the attached proxy statement.

The results of the polls taken on the resolutions at the AGM and any other information required by the Companies Act will be made available on our website (http://www.silence-therapeutics.com) as soon as reasonably practicable

Confidential data (L2). Printed copies are uncontrolled and must be destroyed after use.

following the AGM and available for the required period thereafter. The results will also be announced by the filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission. The inclusion of our website address here and elsewhere in the attached proxy statement does not include or incorporate by reference the information on our website into this Notice or the proxy statement.

By Order of the Board

Rhonda Hellums

Company Secretary

May  , 2025

Registered office:

27 Eastcastle Street

London

W1W 8DH

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on Thursday, June 26, 2025 at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically via

https://meetings.lumiconnect.com/100-996-389-736.

The proxy statement and annual report to shareholders are available at http://www.silence-therapeutics.com. Information included on our website, other than the proxy materials, is not part of our proxy soliciting materials.

Confidential data (L2). Printed copies are uncontrolled and must be destroyed after use.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

We have sent you this proxy statement because the board of directors of Silence Therapeutics plc is soliciting your proxy to vote at our upcoming annual general meeting of shareholders (the “AGM”). As used in this proxy statement, references to “we,” “us,” “our” and “Silence” refer to Silence Therapeutics plc.

The Notice of 2025 Annual General Meeting, this proxy statement, our U.K. statutory annual accounts and reports for the year ended December 31, 2024 (“2024 U.K. Annual Report”) and our annual report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K,” and collectively with the Notice of 2025 Annual General Meeting, this proxy statement, the 2024 U.K. Annual Report, the “Proxy Materials”), will be made available (either electronically or by post) to our ordinary shareholders of record for the first time on or about May  , 2025.

While this proxy statement is made available to our ordinary shareholders of record, this document will also be sent to holders of our American Depositary Shares (“ADSs”) for the first time on or about May  , 2025 and contains information relevant to holders of ADSs. In addition, we have provided brokers, dealers, bankers, and their nominees, at our expense, with copies of the Proxy Materials so that our record holders can supply these materials to the beneficial owners of our ordinary shares.

When is the AGM?

The AGM will be held on Thursday, June 26, 2025, at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically via https://meetings.lumiconnect.com/100-996-389-736. The AGM will be held as a hybrid general meeting so that holders of ordinary shares will be able to participate in the meeting in person or electronically.

Why am I receiving these materials?

We have made available the Proxy Materials to you because you are an ordinary shareholder of record and our board of directors is soliciting your proxy to vote at the AGM, including at any adjournments or postponements thereof. You do not need to attend the AGM in person to vote your shares.

All holders of ordinary shares will be able to submit a proxy electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/. Alternatively, you may also be able to appoint a proxy electronically via the CREST electronic proxy appointment service or if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. To submit your proxy, simply follow the instructions in this proxy statement. You will not receive a hard copy form of proxy with this document. You may request a hard copy form of proxy directly from our registrar, MUFG Corporate Markets, at [email protected] or on +44(0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 a.m. and 5:30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales.

All proxies, however submitted, must be lodged with our registrar, MUFG Corporate Markets, by no later than 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time) on Tuesday, June 24, 2025. Materials for ADS holders of record, including this proxy statement, the Annual Report on Form 10-K, the 2024 U.K. Annual Report and an ADS proxy card, will be mailed on or about May  , 2025 to all ADS holders, including banks, brokers and nominees, who are registered as holders of ADSs in the ADS register by 5:00 p.m. Eastern Daylight Time on May 2, 2025, the record date for ADS holders.

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Who can vote at the AGM?

Ordinary Shareholders of Record

Only ordinary shareholders of record registered in the register of members at 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, June 24, 2025 will be entitled to vote at the AGM. As of April 30, 2025 (being the last practicable date before the circulation of this proxy statement), there were 141,690,850 ordinary shares issued and outstanding and entitled to vote. As an ordinary shareholder of record, you may vote at the AGM or by proxy. We encourage you to vote prior to the AGM by proxy electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/, or a physical form of proxy can be requested directly from the registrar, if applicable. Alternatively, you may submit your instruction via the CREST electronic proxy appointment service or if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, as instructed below to ensure your vote is counted.

If, on or prior to June 24, 2025, you sell or transfer our ordinary shares that you currently hold, any proxy appointment submitted (whether before or after you sell or transfer your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee.

Beneficial Owners of Ordinary Shares which are Registered in the Name of a Broker, Bank or Other Agent

If, on June 24, 2025, your ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of the ordinary shares, these Proxy Materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the AGM. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.

Holders of American Depositary Shares

If you or your brokerage firm, bank or nominee is registered as a holder of ADSs in the ADS register at 5:00 p.m. Eastern Daylight Time on May 2, 2025 (the record date for ADS holders), you are entitled to exercise your vote as a holder of an interest in our share capital represented by ADSs. If you hold ADSs through a brokerage firm, bank or nominee on May 2, 2025, the materials for ADS holders, including the ADS proxy card, will be sent to that organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions.

Please note that ADS proxy cards submitted by ADS holders must be received by the depositary, The Bank of New York Mellon, no later than 12:00 p.m. Eastern Daylight Time on June 23, 2025. The Bank of New York Mellon will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.

What is the difference between a shareholder of record and a beneficial owner?

These terms describe how your ordinary shares are held. If your ordinary shares are registered directly in our register of members maintained by MUFG Corporate Markets, our registrar, you are a shareholder of record and the Proxy Materials are being sent directly, or otherwise being made available, to you. If your ordinary shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the shares held by your broker, bank or other nominee and the Proxy Materials are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your ordinary shares by following the instructions on the voting instructions provided to you by such broker, bank or other nominee.

What are the requirements to approve each of the resolutions?

You may cast your vote for or against resolutions 1 through 13 or abstain from voting your shares on one or more of these resolutions.

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Resolutions 1 through 12 will be proposed as ordinary resolutions. Under English law, assuming that a quorum is present, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who are entitled to vote and vote on the resolution.

Resolution 13 will be proposed as a special resolution under English law. Assuming that a quorum is present, a special resolution is passed on a poll if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The result of the shareholder votes on ordinary resolutions 5, 6, 10 and 11 regarding advisory approval of the executive compensation of our named executive officers, advisory indication of the preferred frequency of shareholder advisory votes on executive compensation, receipt and adoption of the 2024 U.K. Annual Report and approval of the directors’ remuneration report for the year ended December 31, 2024 will not require our board of directors or any committee thereof to take any action. Our board of directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these resolutions.

What are the voting recommendations of our board of directors regarding the election of directors and other resolutions?

The following table summarizes the items that will be brought for a vote of our shareholders at the AGM, along with the voting recommendations of our board of directors.

What constitutes a quorum?

Under our current articles of association, a quorum will be present if two shareholders entitled to vote are present in person or represented by proxy at the AGM. As described in “Resolution 13—Adoption of New Articles of Association,” we are recommending that the quorum requirement in our articles of association be amended to comply with certain requirements of Nasdaq Listing Rules.

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If within fifteen minutes (or such longer time as the Chairman of the AGM may decide) from the time appointed for the AGM a quorum is not present, the AGM shall stand adjourned to such day, time and place, with such additional means of attendance and participation (including at such place(s) and/or by such electronic facility or facilities) as the Chairman of the AGM shall specify. If, at such adjourned meeting, a quorum is not present within 15 minutes from the time appointed therefor, the member or members present in person or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

How do I vote my shares?

You may vote “FOR” or “AGAINST” or abstain from voting on the applicable resolution (or, in the case of resolution 6, you may choose “ONE YEAR,” “TWO YEARS” or “THREE YEARS” or may abstain from voting). The procedures for voting are as follows:

Ordinary Shareholders of Record

If you are an ordinary “shareholder of record,” you may vote at the AGM or by proxy. We urge you to vote by proxy electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/, or, if applicable, via the CREST electronic proxy appointment service. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. You may also request a hard copy form of proxy from our registrar, MUFG Corporate Markets. For all options, proxy appointments must be submitted as instructed below to ensure your vote is counted. You may also attend and vote at the AGM in person or by using the electronic platform via https://meetings.lumiconnect.com/100-996-389-736.

You may still attend the AGM and vote in person or via the electronic platform during the AGM even if you have already voted by proxy.

You may appoint more than one proxy in relation to the AGM (provided that each proxy is appointed to exercise the rights attached to a different ordinary share(s)). To appoint more than one proxy outside of CREST or Proxymity, you should contact our registrar, MUFG Corporate Markets. Such proxy need not be a shareholder of record but must attend the AGM to represent you for your vote to be counted. We encourage all shareholders to appoint the Chairman of the AGM, as their proxy.

You may vote using one of the following methods:

Investor Centre is a free app for smartphone and tablet provided by MUFG Corporate Markets (the company’s registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.

You will not receive a hard copy form of proxy with this document. You may request a hard copy form of proxy directly from our registrar, MUFG Corporate Markets, at

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[email protected] or on +44(0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 a.m. and 5:30 p.m. London time, Monday to Friday excluding public holidays in England and Wales.

The form of proxy must arrive at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL during usual business hours accompanied by any power of attorney under which it is executed (if applicable) no later than 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time) on June 24, 2025 (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

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All proxies (however submitted) must be lodged with MUFG Corporate Markets, our registrar, by no later than 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time) on June 24, 2025.

If you properly give instructions as to your proxy appointment by submitting your proxy online, or, if you have requested a hard copy form of proxy, by executing and returning it to our registrar, MUFG Corporate Markets, and your proxy appointment is not subsequently revoked, your shares will be voted in accordance with your instructions. Where no specific instruction is given by you, your proxy may vote at their discretion or refrain from voting, as they see fit.

Beneficial Owners of Ordinary Shares which are Registered in the Name of a Broker, Bank or Other Agent

If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you should follow directions provided by your broker, bank or other nominee.

Holders of American Depositary Shares

If you are a holder of ADSs, you should follow the directions on the ADS proxy card you received.

Please note that ADS proxy cards submitted by ADS holders must be received by The Bank of New York Mellon no later than 12:00 p.m. Eastern Daylight Time on June 23, 2025. The Bank of New York Mellon will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.

Holders of ADSs are unfortunately not entitled to attend and vote at the AGM in person or via the electronic platform.

How will my ordinary shares or ADSs be voted if I do not specify how they should be voted?

If you submit a proxy appointment, but do not indicate how you want your ordinary shares to be voted, your shares may be voted by the person that you appoint as your proxy as he or she sees fit or such person may abstain from voting in relation to any business of the AGM. As a reminder, we urge all shareholders to appoint the Chairman of the AGM as your proxy.

If a holder of ADSs does not instruct The Bank of New York Mellon how to vote the ordinary shares underlying your ADSs, the ordinary shares underlying your ADSs will not be counted as votes cast and will have no effect on the outcome of the vote with respect to any matter.

Can I change my vote or revoke a proxy?

An ordinary shareholder of record can revoke or amend his, her or its proxy before 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time) on June 24, 2025 (the deadline for submission of proxies) in one of the following ways:

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To revoke your proxy appointment submitted via the Investor Centre or via hard copy form of proxy, please contact our registrar, MUFG Corporate Markets by writing to PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL on or before the stated deadline for submission of proxies.

If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you may change or revoke your voting instructions by contacting the broker, bank or other nominee holding the shares. See also “What if I plan to attend the AGM?”

If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by The Bank of New York Mellon or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by The Bank of New York Mellon or the broker, bank or other nominee, as applicable, will be used to instruct The Bank of New York Mellon how to vote your ADSs.

Who counts the votes?

MUFG Corporate Markets has been engaged as our independent agent to tabulate shareholder votes. If you are an ordinary shareholder of record, you can submit your proxy electronically either via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/, via the CREST electronic proxy appointment service or, if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. If you have requested a hard copy form of proxy, return it to MUFG Corporate Markets for tabulation.

If you hold your ordinary shares through a broker, your broker will return the form of proxy to MUFG Corporate Markets or directly submit your proxy to MUFG Corporate Markets online.

If you are a holder of record of ADSs, you can return your executed ADS proxy card to The Bank of New York Mellon for tabulation. If you hold your ADSs through a broker, bank or other organization, that organization can return the ADS proxy card to The Bank of New York Mellon following your instruction. The Bank of New York Mellon will submit your votes to MUFG Corporate Markets for tabulation.

How are votes counted?

Voting on all resolutions at the AGM will be conducted by way of a poll, rather than a show of hands. Votes will be counted by MUFG Corporate Markets, who will separately count “FOR,” “AGAINST” (or, in the case of resolution 6, “ONE YEAR,” “TWO YEARS” and “THREE YEARS”) and abstentions.

What is an “abstention” and how would it affect the vote?

An abstention is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a particular resolution.

How many votes do I have?

On each matter to be voted upon, each ordinary shareholder of record present in person or electronically at the AGM or having submitted a proxy as set out in this proxy statement, or being a corporation present at the AGM by a duly authorized representative, has one vote for each ordinary share held as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on June 24, 2025.

On each matter to be voted upon, each holder of ADSs has three votes for each ADS held as of May 2, 2025.

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What about joint holders?

In the case of joint holders of record of an ordinary share, the vote of the senior who tenders the vote (whether in person or by proxy) will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members of the company in respect of the joint holding (with the first named being the most senior).

What if I plan to attend the AGM in person?

Attendance at the AGM in-person will be limited to ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday June 24, 2025. In order to obtain admittance to the AGM, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. If your ordinary shares are held through brokerage accounts or by a bank or other nominee, you may be able to attend at the discretion of the Chairman assuming you provide appropriate documentation of share ownership. Any corporation which is an ordinary shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as the corporation could exercise if it were one of our individual shareholders.

Holders of ADSs are, unfortunately, not entitled to attend and vote at the AGM in person in any event.

What if I plan to attend the AGM electronically?

In order to join the AGM electronically and to vote and ask questions via the Lumi Meeting Platform, shareholders will need to connect to the following site https://meetings.lumiconnect.com/100-996-389-736. Lumi is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC or smartphone device.

Once you have accessed https://meetings.lumiconnect.com/100-996-389-736 from your web browser on a tablet or computer, you will be asked to enter your unique 11-digit Investor Code (IVC) including any leading zeros and ‘PIN’. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.

Your IVC can be found on your share certificate. You can also obtain this by contacting MUFG Corporate Markets, our Registrar, by calling +44 (0) 371 277 1020.

Access to the AGM will be available 30 minutes before the start time of the AGM, although the voting functionality will not be enabled until the chairman of the AGM declares the poll open. During the AGM, you must ensure you are connected to the internet at all times in order to vote when the chairman commences polling on the resolutions. Therefore, it is your responsibility to ensure connectivity for the duration of the AGM via your wi-fi. A user guide to the Lumi platform is available on the Investors section of our website at www.silence-therapeutics.com/investors.

If you wish to appoint a proxy other than the chairman of the AGM and for them to attend the AGM electronically on your behalf, please submit your proxy appointment in the usual way before contacting MUFG Corporate Markets on +44 (0) 371 277 1020 in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting. Lines are open from 9:00 a.m. to 5:30 p.m. (London time) Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the U.K. will be charged at the applicable international rate.

If your shares are held within a nominee and you wish to attend the AGM electronically via the Lumi platform, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to MUFG Corporate Markets, our registrar, as soon as possible and at least 72 hours (excluding non-business days) before the AGM, in order that they can obtain for you your unique IVC and PIN to enable you to attend the AGM electronically via the Lumi platform.

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It is important to note that shareholders joining the AGM electronically will be in attendance at the AGM and will be able to vote at the AGM via the Lumi platform. However, shareholders are encouraged to submit their votes ahead of the AGM by appointing the chairman of the AGM as their proxy.

How do you solicit proxies?

We will solicit proxies and will bear the entire cost of this solicitation. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, internet and personal solicitation by our directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse The Bank of New York Mellon for its expenses in sending materials, including ADS proxy cards, to ADS holders of record.

What do I do if I receive more than one set of Proxy Materials?

If you hold ordinary shares in more than one account, you will receive Proxy Materials for each account. To ensure that all of your shares are voted, please vote electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/, or, if applicable, via the CREST electronic proxy appointment service. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. You may also request a hard copy form of proxy directly from our registrar, MUFG Corporate Markets. Please be sure to vote all of your shares.

If you hold ADSs in your own name registered on the books of The Bank of New York Mellon, as depositary, you are considered the registered holder of the ADSs and will receive the Proxy Materials from The Bank of New York Mellon. If you hold ADSs through a broker, bank or other nominee, you are considered the beneficial owner of the ADSs and you will receive the Proxy Materials from your broker, bank or other nominee.

Will there be any other business conducted at the AGM?

Subject to any shareholder proposals submitted in accordance with section 338 of the Companies Act (as summarized below), no matters other than resolutions 1 through 13 may be presented at the AGM. We have not been notified of, and our board of directors is not aware of, any other matters to be presented for action at the AGM.

Under section 338 of the Companies Act, shareholders meeting the threshold requirement in that section may require us to give to our shareholders entitled to receive this notice of the AGM notice of a resolution which may properly be moved and is intended to be moved at the AGM unless (i) it would, if passed, be ineffective whether by reason of inconsistency with any enactment or our constitution or otherwise, (ii) it is defamatory of any person or (iii) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given, must be authorized by the person or persons making it and must be received by us not later than Thursday, May 15, 2025, the date which is six weeks before the AGM.

What is MUFG Corporate Markets’ role?

MUFG Corporate Markets is our registrar. All communications concerning ordinary shareholder of record accounts, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting MUFG Corporate Markets at Tel: +44 (0) 370 664 0300 or by writing to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL. Alternatively, you can email MUFG Corporate Markets at [email protected].

Communications concerning ADS holder of record accounts can be handled by contacting The Bank of New York Mellon—BNY Shareholder Services by telephone at 888-269-2377 (toll free within the United States) or 201- 680-6825 (for international callers) or by email at [email protected].

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How can I find out the results of the voting at the AGM?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the AGM. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the date the final results of the AGM are available.

Who do I contact regarding my ADS holdings?

If you are an ADS holder of record and have queries about how to deliver voting instructions, please contact The Bank of New York Mellon—BNY Shareholder Services by telephone at 888-269-2377 (toll free within the United States) or 201-680-6825 (for international callers) or by email at [email protected]. If you hold your ADSs through a custodian, broker or other agent, you should refer to the contact information provided by your agent.

What do I do if I have additional questions?

If you have any further questions about voting or attending the AGM, please contact our registrar, MUFG Corporate Markets, at +44 (0) 370 664 0300 or [email protected].

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RE-APPOINTMENT OF DIRECTORS

Our board of directors currently consists of 6 directors:

Under our articles of association, at every annual general meeting, any director who has been a director at each of the preceding two annual general meetings and who was not appointed or re-appointed by the Company at a general meeting at or since that meeting shall retire from office. A retiring director shall be eligible for re-appointment by ordinary resolution at such annual general meeting. In accordance with this requirement, Iain Ross, Craig Tooman and Dave Lemus will retire and offer themselves for reappointment as directors at the upcoming AGM. Under our articles of association, our board of directors also has the power at any time to appoint any person to be a director to fulfil a casual vacancy or as an addition to the existing directors. Any director so appointed shall hold office until the next following annual general meeting, and shall then be eligible for re-appointment by ordinary resolution at such annual general meeting. In accordance with this requirement, Tim McInerney will offer himself for reappointment as a director at the upcoming AGM.

Our board of directors has nominated Iain Ross, Craig Tooman, Dave Lemus and Tim McInerney for re-appointment as directors and no other nominees for directors have been presented. If re-appointed, each of the nominees will be required to retire from office at the Company’s annual general meeting in 2028 (if still a director at such time) and seek re-appointment at that meeting in accordance with the articles of association of the Company.

In connection with resolutions 1 through 4, we set forth the biographical information for the nominees to our board of directors. For biographical information for the other directors, see the section of this proxy statement titled “Board of Directors and Corporate Governance.”

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RESOLUTION 1

RE-APPOINTMENT OF DAVE LEMUS

TO THE BOARD OF DIRECTORS

Dave Lemus is currently a member of our board of directors, and has been nominated for re-appointment as a director. If re-appointed, Mr. Lemus will be required to retire from office at the Company’s annual general meeting in 2028 (if still a director at such time) and seek re-appointment at that meeting in accordance with the articles of association of the Company.

Dave Lemus has served as a member of our Board since June 2018. He also currently serves as a non-executive director of Sorrento Therapeutics Inc. (OTC: SRNEQ) and BioHealth Innovation, Inc. He also presently serves as the Chief Operating Officer, Chief Financial Officer and a board member of miRecule Inc. Positions prior to this include serving as Chief Executive Officer of Ironshore Pharmaceuticals Inc, Chief Executive Officer of Sigma Tau Pharmaceuticals, Inc., and Chief Financial Officer of MorphoSys AG, where he launched Germany’s first biotech IPO in 1999. Prior to these positions he served as the Treasurer of Lindt & Spruengli AG, and in various management positions within F. Hoffman-LaRoche AG. Mr. Lemus received an M.S. from the Massachusetts Institute of Technology and a B.S. in accounting from the University of Maryland College Park. He is also presently an active certified public accountant licensed in the State of Maryland. We believe Mr. Lemus’s executive-level experience in the global pharmaceutical and biotech industry and his expertise in finance qualify him to serve on our board of directors.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to re-appoint Mr. Lemus to our board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RE-APPOINTMENT OF DAVE LEMUS

TO OUR BOARD OF DIRECTORS.

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RESOLUTION 2

RE-APPOINTMENT OF TIM MCINERNEY

TO THE BOARD OF DIRECTORS

Tim McInerney is currently a member of our board of directors, and has been nominated for re-appointment as a director. If re-appointed, Mr. McInerney will be required to retire from office at the Company’s annual general meeting in 2028 (if still a director at such time) and seek re-appointment at that meeting in accordance with the articles of association of the Company.

Tim McInerney, age 64, currently serves as a Managing Director at Castle Hill Capital Partners, Inc. since May 2017. Before that, Mr. McInerney served as a Managing Director at Riverbank Capital, Inc. from June 2007 to April 2017. From 1992 to March 2007, Mr. McInerney was a Managing Director of Paramount BioCapital, Inc., where he oversaw the overall distribution of Paramount’s private equity product. Prior to 1992, Mr. McInerney was a research analyst focusing on the biotechnology industry at Ladenburg, Thalman & Co. Prior to that, Mr. McInerney held equity sales positions at Bear Stearns & Co. and Shearson Lehman Brothers, Inc. Mr. McInerney also worked in sales and marketing for Bristol-Myers Squibb. Mr. McInerney has served on numerous public and private boards, including on the boards of Emisphere Technologies (later acquired by Novo Nordisk) from June 2012 to December 2020 and Edgemont Pharmaceuticals (acquired by Alvogen, Inc) from May 2010 to May 2016. Mr. McInerney also previously served on the boards of Insite Vision (later acquired by Sun Pharmaceuticals) from 2008-2015, and Ziopharm Oncology from 2005 to June 2015. In addition, Mr. McInerney is a co-founding investor and board member of Corino Therapeutics. Mr. McInerney received his B.S. in pharmacy from St. John’s University at New York. He also completed a post-graduate residency at the New York University Medical Center in drug information systems. We believe Mr. McInerney’s knowledge of the pharmaceutical industry and capital markets, and affiliations with the financial community qualify him to serve on our board of directors.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to re-appoint Mr. McInerney to our board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RE-APPOINTMENT OF TIM MCINERNEY

TO OUR BOARD OF DIRECTORS.

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RESOLUTION 3

RE-APPOINTMENT OF IAIN ROSS

TO THE BOARD OF DIRECTORS

Iain Ross is currently a member of our board of directors, and has been nominated for re-appointment as a director. If re-appointed, Mr. Ross will be required to retire from office at the Company’s annual general meeting in 2028 (if still a director at such time) and seek re-appointment at that meeting in accordance with the articles of association of the Company.

Iain Ross has served as our Non-Executive Chairman since September 2020 after serving as Executive Chairman from December 2019 to September 2020. He previously served as our Non-Executive Chairman from April 2019 to December 2019 and as our Chairman from 2004 to 2010.

Mr. Ross has over 40 years’ experience in the international life sciences and technology sectors and has held significant roles in multi-national companies including Sandoz, Hoffman La Roche, Reed Business Publishing and Celltech Group plc. He has completed multiple financing transactions and has over 30 years’ experience in cross-border management as a chairman and CEO. He has led and participated in eight Initial Public Offerings (IPOs) and has direct experience of M&A transactions in Europe, the USA and the Pacific Rim. Currently Mr. Ross serves as Executive Chairman of Oxford Biodynamics plc (LSE), Non-Executive Chairman of ReNeuron Group and internationally holds other non-executive director roles. He is a qualified Chartered Director and Fellow of Royal Holloway, London University. We believe Mr. Ross’ experience in the biopharma and life sciences industries and his extensive management experience qualify him to serve on our board of directors.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to re-appoint Mr. Ross to our board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RE-APPOINTMENT OF IAIN ROSS

TO OUR BOARD OF DIRECTORS.

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RESOLUTION 4

RE-APPOINTMENT OF CRAIG TOOMAN

TO THE BOARD OF DIRECTORS

Craig Tooman is currently a member of our board of directors, and has been nominated for re-appointment as a director. If re-appointed, Mr. Tooman will be required to retire from office at the Company’s annual general meeting in 2028 (if still a director at such time) and seek re-appointment at that meeting in accordance with the articles of association of the Company.

Craig Tooman was appointed President, Chief Executive Officer and Executive Director of Silence in February 2022. In this role, he has overseen the clinical progression of the lead program SLN360 to treat LP(a) and initiated the study of SLN124 for polycythemia vera. Before that, he served as Chief Financial Officer of Silence since January 2021. Mr. Tooman has experience in the biopharmaceutical industry spanning more than 30 years, including 15 years of experience as a public company CEO and CFO. Prior to joining us, from September 2019 to January 2021, he served as CFO and COO at Vyome Therapeutics, Inc. and prior to his tenure at Vyome, from November 2013 to July 2019, Mr. Tooman served as CEO and Board Director of Aratana Therapeutics, Inc., where his team successfully built an award-winning company for innovation, and ultimately negotiated a merger with Elanco. Before Aratana, from 2005 to 2010, Mr. Tooman served as the CFO of Enzon Pharmaceuticals, Inc. until its acquisition by Sigma Tau. Prior to that, he served as CRO of ILEX Oncology, where he led the $1.1 billion M&A initiative and integration of the company with Genzyme Corporation. He has also held key positions at Pharmacia and Upjohn. Mr. Tooman has served on seven pharmaceutical boards, and chaired the audit committees at four of those. He currently serves on the Supervisory Board, and chairs the Remuneration Committee of CureVac. He received a BA degree in Economics from Kalamazoo College and studied at Waseda University in Tokyo as part of that program. He earned his MBA in finance from the University of Chicago. We believe Mr. Tooman’s valuable expertise and perspective in his capacity as our President and Chief Executive Officer and his extensive experience and knowledge of our industry qualify him to serve on our board of directors.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to re-appoint Mr. Tooman to our board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RE-APPOINTMENT OF CRAIG TOOMAN

TO OUR BOARD OF DIRECTORS.

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RESOLUTION 5

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our shareholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this proxy statement, which provide a comprehensive review of our executive compensation program and its elements, objectives and rationale.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this proxy statement. We believe that our compensation policies and decisions are consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, our board of directors is asking the shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the shareholders of Silence Therapeutics plc (the “Company”) hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2025 Annual General Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.”

Because the vote is advisory, it is not binding on Silence or our board of directors. Nevertheless, the views expressed by our shareholders, whether through this vote or otherwise, are important to management and our board of directors and, accordingly, the board of directors and the remuneration committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Vote Required

Advisory (non-binding) approval of our executive compensation requires the approval of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE APPROVAL OF THE EXECUTIVE COMPENSATION PAID

TO OUR NAMED EXECUTIVE OFFICERS.

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RESOLUTION 6

ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF

ADVISORY SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act also enable our shareholders, at least once every six years, to indicate their preference regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking shareholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. Alternatively, shareholders may abstain from casting a vote.

After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to shareholders each year.

The board of directors believes that an annual advisory vote on the compensation of our named executive officers is the most appropriate policy for us at this time. While our executive compensation program is designed to promote the creation of shareholder value over the long term, the board of directors recognizes that executive compensation disclosures are made annually, and holding an annual advisory vote on the compensation of our named executive officers provides us with more direct and immediate feedback on our executive compensation program, policies and disclosures. However, shareholders should note that because a proposed annual advisory vote would occur well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our compensation plans and arrangements for our executive officers in consideration of any single year’s advisory vote by the time of the following year’s annual general meeting of shareholders. We believe, however, that an annual advisory vote on the compensation of our named executive officers is consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters.

Vote Required

While our board of directors believes that its recommendation is appropriate at this time, the shareholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our executive officer compensation practices should be held every year, every other year or every three years. You may cast your vote on your preferred voting frequency by choosing the option of “one year,” “two years,” “three years,” or abstain from voting when you vote. The option that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders.

Our board of directors and the remuneration committee value the opinions of the shareholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the board of directors will consider the shareholders’ concerns and evaluate any appropriate next steps. The board of directors may decide, however, because this vote is advisory and, therefore, not binding on the board or Silence, that it is in the best interests of the shareholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by the shareholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of Silence or the board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

A “ONE YEAR” FREQUENCY FOR FUTURE ADVISORY SHAREHOLDER VOTES

ON EXECUTIVE COMPENSATION.

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RESOLUTION 7

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025

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RESOLUTION 8

RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR U.K. STATUTORY AUDITORS, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS

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RESOLUTION 9

AUTHORIZATION FOR THE AUDIT & RISK COMMITTEE TO DETERMINE THE U.K. STATUTORY AUDITORS’ REMUNERATION FOR THE YEAR ENDING DECEMBER 31, 2025

The audit & risk committee of our board of directors is responsible for the selection, appointment and negotiation of the remuneration of our U.S. independent registered public accounting firm and our U.K. statutory auditors. The audit & risk committee has approved the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England (“PwC”) as our U.S. independent registered public accounting firm for our fiscal year ending December 31, 2025 and the re-appointment of PwC as our U.K. statutory auditors until the conclusion of our 2026 annual general meeting of shareholders. In resolutions 7 and 8, we are asking our shareholders to ratify the selection of PwC as our U.S. independent registered public accounting firm and to re-appoint PwC as our U.K. statutory auditors.

Our organizational documents do not require that the shareholders ratify the selection of PwC as our U.S. independent registered public accounting firm. However, the audit & risk committee is submitting the selection of PwC to the shareholders for ratification as a matter of good corporate practice. Even if the selection of PwC is ratified, the audit & risk committee in its discretion may direct the appointment of a different U.S. independent registered public accounting firm at any time during the year if the audit & risk committee determines to make such a change. In the event our shareholders fail to ratify the selection of PwC, the audit & risk committee will consider whether to select other auditors for the Company for the year ending December 31, 2025.

In accordance with the Companies Act, our U.K. statutory auditors must be re-appointed at each meeting at which our U.K. annual report and accounts are presented to our shareholders. If this resolution is not approved by our shareholders at the AGM, the audit & risk committee may appoint auditors to fill the vacancy.

PwC has served as our independent registered public accounting firm since 2014. We expect representatives of PwC to be in attendance at the AGM, to make a statement if they so desire, and to be available to respond to appropriate questions.

In accordance with the Companies Act, the remuneration of our U.K. statutory auditors must be fixed in a general meeting of shareholders or in such manner as may be determined in a general meeting of shareholders. In resolution 9, we are asking our shareholders to authorize the audit & risk committee to determine the remuneration of PwC as our U.K. statutory auditors for the year ending December 31, 2025.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us by PwC for the fiscal year ended December 31, 2024:

All fees described above were pre-approved by the audit & risk committee.

Pre-Approval Policies and Procedures.

We have adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, PwC. The policy generally pre-approves specified services in

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the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the audit & risk committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit & risk committee’s members, but the decision must be reported to the full audit & risk committee at its next scheduled meeting.

The Audit & Risk Committee has determined that the rendering of services other than audit services by PwC is compatible with maintaining the principal accountant’s independence.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to ratify the appointment of PricewaterhouseCoopers LLP as our U.S. independent registered public accounting firm, to re-appoint PricewaterhouseCoopers LLP as our U.K. statutory auditors and to authorize our Audit & Risk Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2025.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:

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RESOLUTION 10

RESOLUTION TO RECEIVE AND ADOPT OUR 2024 U.K. ANNUAL REPORT

In accordance with the Companies Act, our board of directors is required to present our 2024 U.K. Annual Report, which includes the audited portion of the directors’ annual report on remuneration, to the shareholders at the AGM. We will provide our shareholders with an opportunity to raise questions in relation to the 2024 U.K. Annual Report at the AGM. In accordance with best practice, we are proposing an ordinary resolution to receive and adopt the 2024 U.K. Annual Report.

The 2024 U.K. Annual Report may be found on our website at silence-therapeutics.com/investors.

Vote Required

The affirmative vote of holders representing a simple of a majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to receive and adopt the 2024 U.K. Annual Report.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RESOLUTION TO RECEIVE AND ADOPT OUR 2024 U.K. ANNUAL REPORT.

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RESOLUTION 11

APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION

The Companies Act requires that our directors’ remuneration report, as set forth as Annex A to this proxy statement and on pages 32 to 56 of the 2024 U.K. Annual Report, be subject to an annual advisory vote. Accordingly, we are asking shareholders to approve, on an advisory basis, the directors’ remuneration report.

Our board of directors considers that appropriate remuneration of directors plays a vital part in helping to achieve our overall objectives. We encourage shareholders to read the directors’ remuneration report. The board of directors and the remuneration committee believe that the policies and procedures as articulated in the directors’ remuneration report are effective and that as a result of these policies and procedures we have and will continue to have high-quality directors. Our U.K. statutory auditors for the year ended December 31, 2024, PwC, have audited those parts of the directors’ remuneration report that are required to be audited. Our board of directors has approved and signed the report in accordance with English law.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to pass this resolution.

This vote is advisory and non-binding and the directors’ entitlement to receive remuneration is not conditional on it. Payments made or promised to directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. Although non-binding, our board of directors and remuneration committee will review and consider the voting results when making future decisions regarding our directors’ remuneration. Following the AGM, and as required under English law, the directors’ annual report on remuneration will be delivered to the U.K. Registrar of Companies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT

ON REMUNERATION SET FORTH IN ANNEX A.

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RESOLUTION 12

APPLICATION OF ARTICLE 159 OF THE ARTICLES OF ASSOCIATION

Following the cancellation of admission of our ordinary shares to trading on the AIM market of the London Stock Exchange in November 2021 and under transitional provisions that apply until February 2027, the Takeover Code will only apply to us if we are considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have our place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for the purposes of the Takeover Code may be different from the way it is applied by the United Kingdom tax authorities. Under the Takeover Code, the Takeover Panel looks to where the majority of the directors of the company are resident, amongst other factors, for the purposes of determining where the company has its place of central management and control.

The Takeover Panel has confirmed that based on the composition of our board of directors following Alistair Gray’s retirement from the board, effective April 30, 2024, we are no longer subject to the Takeover Code. As a result, our shareholders are not currently entitled to the benefit of certain takeover offer protections provided under the Takeover Code. We believe that this position is unlikely to change at any time in the near future, but, in accordance with good practice, we will review the situation on a regular basis and consult with the Takeover Panel if there is any change in our circumstances which may have a bearing on whether the Takeover Panel would determine our place of central management and control to be in the United Kingdom.

We have incorporated certain takeover protections in our articles of association, which apply in circumstances where the Takeover Code does not apply to the company.

Resolution 12 is proposed as an ordinary resolution seeking approval for the continued application of these takeover protections (contained in Article 159) from the conclusion of this AGM until the conclusion of the next annual general meeting of the Company. The application of Article 159 is unaffected by the proposed amendments to the company’s articles of association pursuant to Resolution 13 and the passing of this Resolution 12 is not conditional upon the adoption of new articles of association pursuant to Resolution 13.

Vote Required

The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to pass this resolution.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RESOLUTION TO APPLY ARTICLE 159 OF THE ARTICLES OF ASSOCIATION.

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RESOLUTION 13

ADOPTION OF NEW ARTICLES OF ASSOCIATION

Our shareholders are asked to approve the adoption of new articles of association in order to amend the definition of quorum for general meetings and meetings of holders of classes of shares to conform with Nasdaq Listing Rules. Consistent with English law, our current articles of association provide that (i) two shareholders present in person or by proxy and entitled to attend and vote on the business to be transacted shall constitute a quorum at general meetings and (ii) in the event of an adjourned general meeting or class meeting, if a quorum is not present within fifteen minutes from the appointed time, the shareholder or shareholders present in person or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place. Nasdaq Listing Rule 5620(c), however, defines a quorum as no less than 33¹/₃ percent of the outstanding shares of a company’s common voting stock. Until January 1, 2025, we were a foreign private issuer within the meaning of the Exchange Act, and we were permitted, pursuant to Nasdaq Listing Rules, to follow our home country practice with respect to quorum requirements in lieu of Nasdaq Listing Rule 5620(c). However, since we are no longer a foreign private issuer, we are, therefore, no longer eligible to take advantage of this exemption. We are hereby requesting shareholder approval that the definition of quorum in our current articles of association be amended so that it conforms with the requirements of Nasdaq Listing Rule 5620(c).

Therefore, it is proposed that articles 18.1, 66.1 and 66.2 of our current articles of association be amended so that the quorum requirements for general meetings and meetings of holders of classes of shares conform with Nasdaq Listing Rule 5620(c) which defines a quorum as no less than 33¹/₃ percent of the outstanding shares of a company’s common voting stock. Accordingly, our Board is submitting for a shareholder vote at the AGM this resolution to adopt new articles of association in order to replace articles 18.1, 66.1 and 66.2 of the current articles of association with the following new articles (the “Proposed Quorum Amendment”):

18.1 the necessary quorum at any such meeting shall be two persons present holding or representing by proxy at least one-third (33 1/3 percent) in number of the issued shares of the class in question (excluding any shares of that class held as treasury shares); and

66.1  No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The appointment of a chairman of the meeting in accordance with the provisions of these Articles shall not be treated as part of the business of the meeting. A quorum shall be present if both:

For the purposes of this Article 66.1, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the representative of a member (being a corporation) in relation to the meeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present.

66.2  If within 15 minutes (or such longer time as the chairman of the meeting may decide) from the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon the requisition of

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Members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place, with such additional means of attendance and participation (including at such place(s) and/or by such electronic facility or facilities), as the chairman of the meeting shall specify. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed therefor, the meeting shall be dissolved.

This description of the Proposed Quorum Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the articles of association as they are proposed to be adopted included as Annex B to this proxy statement, in which we have shown the proposed amendments colored in red and blue, with deletions indicated by strikeouts and additions indicated by underlining.

This resolution will be required to be passed as a special resolution. If our shareholders approve this resolution, the new articles of association would become effective from the conclusion of the AGM.

Vote Required

The affirmative vote of holders representing not less than 75% of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to approve the adoption of new articles of association.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE ADOPTION OF NEW ARTICLES OF ASSOCIATION TO AMEND

ARTICLES 18.1, 66.1 AND 66.2 OF OUR CURRENT ARTICLES OF ASSOCIATION.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

Our nominees for re-election as directors at the AGM are currently serving as members of our board of directors. Information about each such nominee is set forth in resolutions 1, 2, 3 and 4 and is incorporated into this section by reference. Set forth below is a list of our directors and their ages as of the date of this proxy statement.

Biographical information for Michael Davidson, M.D., who was re-appointed as a director at the annual general meeting held in 2024, including his principal occupation, business experience and education, and an explanation of the qualifications, skills and experiences that we believe are relevant to his service on our Board, are set forth below. The biographies of Mr. Lemus, Mr. McInerney, Mr. Ross, and Mr. Tooman are set forth above in resolutions 1, 2, 3 and 4 respectively.

Michael H. Davidson, M.D. FACC, FNLA, has served as a member of our board of directors since January 2021. Dr. Davidson is Professor of Medicine and Director of the Lipid Clinic at the University of Chicago. He also serves as the Chief Executive Officer of NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS) which was listed on Nasdaq in November 2022. Dr. Davidson is a leading expert in the field of Lipidology. He has conducted over 1,000 clinical trials, published more than 350 medical journal articles and written three books on Lipidology. His research background encompasses both pharmaceutical and nutritional clinical trials including extensive research on statins, novel lipid-lowering drugs, and omega-3 fatty acids. Dr. Davidson is a serial biotech entrepreneur, founding three companies, the Chicago Center for Clinical Research, which became the largest investigator site in the United States. We believe Dr. Davidson’s extensive experience in the field of lipidology and his prior management experience qualify him to serve on our board of directors.

Corporate Governance

Board Independence

Our ADSs are listed on the Nasdaq Global Market. As required under the Nasdaq listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors consults with our external counsel to ensure that the board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, our board of directors has affirmatively determined that the following four directors are independent directors within the meaning of the applicable Nasdaq listing standards: Mr. Ross, Mr. Ede-Golightly, Mr. Lemus, Mr. McInerney and Dr. Davidson. In making this determination, our board of directors found that none of these directors or nominees for director had a material or other disqualifying relationship with Silence. Mr. Tooman was determined as not being independent by virtue of his executive leadership role with Silence.

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Accordingly, a majority of our directors are independent as required under applicable Nasdaq rules. In making this determination, our board of directors considered the applicable Nasdaq rules and the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our share capital.

Board Leadership Structure

Our board of directors has an independent chair, Iain Ross, who has authority, among other things, to call and preside over meetings of our board of directors, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to our board of directors. Accordingly, Mr. Ross has substantial ability to shape the work of our board of directors. We believe that the separation of the position of chair of our board of directors and the position of Chief Executive Officer reinforces the independence of our board of directors in its oversight of the business and affairs of our company. In addition, we believe that having an independent chair of our board of directors creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our board of directors to monitor whether management’s actions are in the best interests of Silence and its shareholders. As a result, we believe that having an independent chair of our board of directors can enhance the effectiveness of our board of directors as a whole.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit & risk committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit & risk committee also reviews and receives regular briefings concerning information security and technology risks, and monitors ongoing compliance with legal and regulatory requirements. Our nominations committee reviews our key enterprise risks and risk-management strategies, as well as monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and monitors compliance with legal, regulatory and ethical requirements. Our remuneration committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Meetings of The Board of Directors

Our board of directors met 11 times during 2024. Each member of our board of directors attended 75% or more of the aggregate number of meetings of the board and of the committees on which they served, held during the portion of the last fiscal year for which they were a director or committee member.

As required under applicable Nasdaq listing standards, in 2024, our independent directors met 11 times in regularly scheduled executive sessions at which only independent directors were present.

Information Regarding Committees of the Board of Directors

Our board of directors has four standing committees: an audit and risk committee, a remuneration committee, a nominations committee and a science and technology committee. The board has adopted a written charter for each of the committees below that is available to shareholders on our website at https://silence-therapeutics.com/investors/governance/governance-documents.

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The following table provides membership for 2024 for each of the committees of our board of directors:

Our board of directors has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

Below is a description of each committee of our board of directors.

Audit & Risk Committee

Our audit & risk committee is composed of Messrs. Ede-Golightly, Lemus and McInerney and Dr. Davidson, and assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. Mr. Lemus serves as chairman of the audit & risk committee. The audit & risk committee consists exclusively of members of our board who are financially literate, and Mr. Lemus is considered an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our audit & risk committee is composed solely of independent directors under the requirements of the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The audit & risk committee’s responsibilities include:

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Report of the Audit & Risk Committee of the Board of Directors

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Silence under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The audit & risk committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with our management. The audit & risk committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit & risk committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit & risk committee concerning independence and has discussed with PricewaterhouseCoopers LLP the accounting firm’s independence. Based on the foregoing, the audit & risk committee has recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and filed with the SEC.

Audit & Risk Committee of the Board of Directors of Silence Holdings plc

Dave Lemus (Chairman)

Michael Davidson

James Ede-Golightly

Remuneration Committee

Our remuneration committee is composed of Messrs. Ede-Golightly, Lemus and McInerney and Dr. Davidson and assists the board of directors in determining executive director and officer compensation. Mr. McInerney serves as chair of the remuneration committee. Our board of directors has determined that each of these individuals is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a remuneration committee.

The remuneration committee’s responsibilities include:

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The remuneration committee may form and delegate authority to one or more subcommittees composed of one or more of its members for any purpose that the remuneration committee deems appropriate, and may delegate to such subcommittees such power and authority as the remuneration committee deems appropriate, in all cases to the extent consistent with our articles of association, the Nasdaq listing rules and other applicable law.

See the section of this proxy statement titled “Executive Compensation—Compensation Discussion and Analysis” for a discussion of the role of our executive officers and compensation consultant in determining executive compensation.

Remuneration Committee Interlocks and Insider Participation

No member of our remuneration committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or remuneration committee of any entity that has one or more executive officers serving as a member of our board of directors or remuneration committee.

Nominations Committee

Our nominations committee is composed of Messrs. Ross, Ede-Golightly, Lemus, and Dr. Davidson, and assists our board of directors in identifying individuals qualified to become members of our board and executive officers consistent with criteria established by our board in developing our corporate governance principles. Mr. Ross serves as chairman of the nominations committee.

The nominations committee’s responsibilities include:

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Science and Technology Committee

Our science and technology committee is composed of Dr. Davidson and assists the board of directors in overseeing our scientific and research strategy. Our board of directors has determined that Dr. Davidson is “independent” as defined under the applicable listing standards of Nasdaq.

The science and technology committee’s responsibilities include:

Director Nomination Process

We believe that an effective board of directors should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to our strategy and operations. Our board of directors and our nominations committee seek individuals with backgrounds and qualities that, when combined with those of our other directors, enhance the board’s effectiveness and result in a balance of knowledge, experience, and capability. Our nominations committee considers candidates who are recommended by its members, by other members of the board of directors, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates.

In assessing potential candidates, our board of directors and nominations committee will consider, among other factors, whether the candidate possesses relevant expertise to offer advice and guidance to management, has sufficient time to devote to our business and operations, demonstrates excellence in the candidate’s field; has the ability to exercise sound business judgment and is committed to represent the long-term interests of our shareholders.

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Shareholder Recommendations and Nominations

Our nominations committee considers both recommendations and nominations for candidates to the Board from shareholders so long as such recommendations and nominations comply with our articles of association and applicable laws, including the rules and regulations of the SEC. Shareholders may recommend director nominees for consideration by the nominations committee by writing to our Company Secretary at c/o Silence Therapeutics plc, 72 Hammersmith Road, London W14 8TH, United Kingdom, and providing evidence of the shareholder’s ownership of our ordinary shares and/or ADSs, the nominee’s name, home and business address, as well as the nominee’s detailed biographical data and qualifications for board membership, and information regarding any arrangements or understandings between the shareholder and the recommended candidate.

In accordance with our articles of association, no person (other than a director retiring by rotation or otherwise) shall be elected or re-elected as a director at any general meeting unless: (a) he or she is recommended by the board of directors; or (b) at least seven but not more than 42 clear days before the date appointed for the meeting we have received notice from a shareholder (other than the person proposed) entitled to vote at the meeting of their intention to propose a resolution for the election or re-election of that person, stating the particulars which would, if he or she were so elected or re-elected, be required to be included in our register of directors and a notice executed by that person of his or her willingness to be elected, or re-elected, is lodged at our registered office. Shareholders who desire to nominate persons directly for election to the board of directors at an annual general meeting of shareholders must meet the deadlines and other requirements to propose a resolution set forth under “Questions and Answers about these Proxy Materials and Voting—Will there be any other business conducted at the AGM?” and “Additional Information—Shareholder Proposals for 2025 Annual General Meeting.” Any vacancies on the Board occurring between our annual general meetings of shareholders may be filled by the Board.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available on our website at https://silence-therapeutics.com/investors/governance/governance-documents/. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2025 for:

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares issuable upon the exercise of options that are immediately exercisable or exercisable within 60 days of March 31, 2025. Percentage ownership calculations are based on 141,690,850 ordinary shares outstanding (including ordinary shares in the form of ADSs) as of March 31, 2025.

Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.

Except as otherwise indicated, the addresses of the persons listed in the table is c/o Silence Therapeutics plc, 72 Hammersmith Road, London W14 8TH, United Kingdom.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than the executive officer and director compensation arrangements discussed in the sections titled “Executive Compensation” and “Non-Executive Director Remuneration,” below is a description of transactions since January 1, 2023, with respect to which we were a party, will be a party, or otherwise benefited, in which:

2024 Private Placement

On February 2, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”), with the purchasers named therein (the “Investors”), pursuant to which we agreed to sell and issue an aggregate of 5,714,286 ADSs, each ADS representing three ordinary shares of the Company, nominal value £0.05 per share, at a purchase price of $21.00 per ADS in a private placement (the “Private Placement”). On February 7, 2024, we closed the Private Placement and issued an aggregate of 5,714,286 ADSs.

On February 2, 2024, in connection with the Purchase Agreement, we entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we filed a registration statement on Form F-3 (File No. 333-279185), which was declared effective by the SEC on May 14, 2024, covering the resale of the Registrable Securities (as such term is defined in the Purchase Agreement). We have agreed to use our commercially reasonable efforts to keep such registration statement effective until the date the Registrable Securities covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction.

TCG Crossover Fund I, L.P. became a beneficial owner of more than 5% of our capital stock through the Private Placement. For more information regarding the Investors’ beneficial ownership, see “Security Ownership of Certain Beneficial Owners and Management” above.

Agreements with Our Executive Officers and Directors

We have entered into employment agreements with our executive officers. These agreements contain customary provisions and representations, including confidentiality, non-employment, non-solicitation, non-inducement, and inventions assignment undertakings by our executive officers. For more information regarding these agreements, see “Executive Compensation.”

In addition, we have also entered into letters of appointment with each of our non-executive directors, which contain provisions and representations related to confidentiality and other customary matters. For more information on these agreements, see “Non-Executive Director Remuneration—Overview—Non-Executive Director Appointment Letters.”

Equity Awards Granted to Executive Officers and Directors

We have granted options to our executive officers and directors. For more information regarding the equity awards granted to our named executive officers and directors, see “Executive Compensation” and “Director Remuneration.”

Insurance and Indemnification

To the extent permitted by the Companies Act, we are permitted to indemnify our directors and executive officers against any liability they incur by reason of their directorship. We maintain directors’ and officers’

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insurance to insure such persons against certain liabilities and have entered into deeds of indemnity with each of our directors and executive officers. These agreements and our articles of association require us to indemnify our directors and executive officers to the fullest extent permitted by applicable law.

Related Person Transaction Policy

We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we, were or will be a participant, and in which any related person had, has or will have a direct or indirect interest, and the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our Audit & Risk Committee for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third- party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

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NON-EXECUTIVE DIRECTOR REMUNERATION

Overview

Our non-executive director remuneration policy aims to attract and retain highly qualified directors who possess a deep understanding of the Company’s business objectives and strategic vision.

Non-Executive Director Remuneration Table

The following table sets forth information regarding the compensation earned for service on the board of directors by our non-executive directors during the year ended December 31, 2024. Mr. Tooman does not receive additional compensation for his service as a director; his compensation as an executive officer is set forth in the section of this proxy statement titled “Executive Compensation.”

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Non-Executive Director Appointment Letters

We have entered into letters of appointment with each of our non-executive directors. The appointment of our non-executive chair can be terminated by either us or the director upon six months’ written notice; the other non-executive directors can be terminated by either us or the director upon three months’ written notice or by us, in our absolute discretion, at any time with immediate effect upon payment of pro-rated fees in lieu of notice.

Under the non-executive director appointment letters, we may also terminate each appointment with immediate effect if the non-executive director: (1) commits a material breach of his obligations under the letter of appointment; (2) commits a serious or repeated breach or non-observance of his obligations to us; (3) has been found guilty of any fraud or dishonesty or acts in any manner which, in our opinion, brings or is likely to bring us into disrepute or is materially adverse to our interests; (4) is incompetent or guilty of gross misconduct and/or any serious or persistent negligence or misconduct in respect of his obligations under the letter of appointment; (5) failed or refused after a written warning to carry out the duties reasonably and properly required under the letter of appointment; (6) is convicted of an arrestable criminal offense other than a road traffic offense for which a fine or non-custodial penalty is imposed; (7) is declared bankrupt or makes an arrangement with or for the benefit of his creditors, or suffers comparable proceedings in another jurisdiction; (8) is disqualified from acting as a director in any jurisdiction; (9) accepts a position with another company, without our prior agreement, which in the reasonable opinion of the Board may give rise to a conflict of interest between his position as a director of our company and his interest in such other company; or (10) commits any offense under the U.K. Bribery Act 2010.

Mr. Gray Advisor Agreement

In April 2024, Mr. Gray entered into a service agreement to provide advisory services to the Company related to the board of directors, to take effect following his resignation from the board. His responsibilities included: (1) advising the board and the nominations committee on governance and operational effectiveness; (2) preparing reports and presentations for these groups; and (3) reviewing and providing feedback on related materials.

Non-Executive Director Remuneration Policy

Our board adopted our non-executive director remuneration policy, which was most recently approved by shareholders on May 17, 2024. The non-executive director remuneration policy will remain in effect for a maximum of three years, or until a revised policy is approved by our shareholders.

Cash Compensation

Under this policy, we pay each of our non-executive directors annual fees for service on our board of directors and committees of our board of directors, which amounts may be amended from time to time by the board of directors.

We also reimburse non-executive directors for all reasonable and properly documented expenses related to attendance at board and committee meetings. Non-executive directors do not receive any pension benefits or cash in lieu thereof.

Non-executive directors are eligible to receive cash compensation as follows:

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Equity Compensation

In addition to cash compensation, each non-executive director is eligible to participate in the Non-Employee Sub-Plan to the Silence Therapeutics plc 2023 Equity Incentive Plan (“2023 EIP”). Awards granted under our non-executive director remuneration policy may be non-statutory stock options, stock appreciation rights, restricted stock units or any other form authorized under the 2023 EIP. Option grants and stock appreciation rights will have an exercise price per share equal to 100% of the fair market value (as such term is defined in our 2023 EIP) of the underlying ordinary shares on the date of grant, and a term of ten years from the date of grant, subject to earlier termination in connection with a “Termination of Service” (as such term is defined in our 2023 EIP). There is no maximum equity award that a non-executive director may receive, and any amount granted is approved by the full board after a recommendation by the Remuneration Committee.

When reviewing equity-based awards, account is taken of market movements in the fees of non-executive directors, board committee responsibilities, and ongoing time commitments. Historically, non-executive directors have received an annual grant of stock options in the first quarter of each fiscal year. The shares subject to the annual grant generally vest monthly over a 36-month period, provided the eligible director continues to serve as a “Service Provider” and further provided that, for each eligible director who remains continuously a Service Provider until immediately prior to the closing of a “Change in Control” (as such term is defined in our 2023 EIP), the shares subject to his or her then-outstanding equity awards will become fully vested upon such change in control.

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EXECUTIVE OFFICERS

Below is a list of our executive officers and their ages as of the date of this proxy statement. There are no family relationships between any of our executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.

Biographical information for Mr. Tooman is included above with the director biographies under the section of this proxy statement titled “Board of Directors and Corporate Governance.”

Rhonda Hellums has served as our Chief Financial Officer since February 2022 and has previously served as our Vice President, Finance since joining in April 2021. Ms. Hellums has over 25 years of corporate finance, accounting, strategic planning, M&A, treasury management, investor and public relations. Prior to joining Silence, from 2019 to 2021, she served as CFO of Deer Oaks Mental Health Associates and prior to that, from 2014 to 2019, Ms. Hellums served as Vice President of Finance, and then subsequently as CFO of Aratana Therapeutics. Ms. Hellums has held management positions at several healthcare companies, including Kinetic Concepts, Inc. (now 3M+KCI), Enzon Pharmaceutical, Inc. Genzyme Corporation, and ILEX Oncology, Inc. Ms. Hellums received her BBA degree in Accounting and Information Systems and MBA from the University of Texas at San Antonio.

Steven Romano, M.D. has served as our Head of Research and Development since April 2023, and previously served as a member of our board of directors from July 2019 to March 2023. Dr. Romano is a pharmaceutical executive and board-certified psychiatrist with over 28 years of drug development experience across a wide range of therapeutic and disease areas. Dr. Romano most recently served as executive vice president and chief scientific officer at Mallinckrodt plc, where he had responsibility for research and development, regulatory, safety sciences and medical affairs. Prior to joining Mallinckrodt, Dr. Romano spent 16 years at Pfizer, Inc. where he held a series of senior research and development and medical roles of increasing responsibility, culminating in his most recent position as SVP, Head, Global Medicines Development, Global Innovative Pharmaceuticals Business. He has recently served as Chairman of the National Pharmaceuticals Council, a health policy research organization, and is a past president of the International Society for CNS Clinical Trials and Methodology, an independent organization focused on enhancing therapeutic development of central nervous system therapeutics. Dr. Romano graduated from Washington University in St. Louis with a bachelor’s degree in biology and English literature, received his M.D. from the University of Missouri-Columbia School of Medicine and completed his psychiatry and fellowship at Weill Cornell Medical Center, where he held academic and clinical positions prior to entering the industry.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Effective January 1, 2025, we are no longer a foreign private issuer within the meaning of the Exchange Act. We are now subject to United States domestic issuer proxy rules, and we must include certain disclosures that were not previously required, including this Compensation Discussion and Analysis.

This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program for the fiscal year ended December 31, 2024, or fiscal year 2024, for our “named executive officers,” who are listed below. This Compensation Discussion and Analysis is intended to assist you in understanding the information provided in the compensation tables below and to provide additional context regarding our overall compensation program. In addition, we explain how and why our remuneration committee (sometimes referenced as the “Committee” in this Compensation Discussion and Analysis) determined our compensation policies and made specific compensation decisions for our named executive officers during and for fiscal year 2024.

Executive Summary

Our named executive officers for fiscal year 2024 are our principal executive officer, principal financial officer and the next most highly compensated executive officer who was serving as an executive officer on December 31, 2024, as listed below. We have no other executive officers who were serving as of December 31, 2024, or who served during fiscal year 2024.

Ms. Hellums was promoted from Senior Vice President to Executive Vice President in July 2024. Dr. Romano was appointed as head of Research and Development in April 2023 and was promoted to Executive Vice President, Chief Research and Development Officer in July 2024.

Each of our named executive officers is based in the United States and is compensated in U.S. dollars.

We are a biotechnology company focused on discovering and developing novel molecules incorporating short interfering ribonucleic acid, or siRNA, to inhibit the expression of specific target genes thought to play a role in the pathology of diseases with significant unmet medical need. 2024 was a successful year for our business, as illustrated by the following highlights, among others:

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Our compensation program is well-structured to incentivize our leadership team to focus on the strategic objectives that, when achieved, will help to create shareholder value. To this end, we regularly evaluate our executive compensation program to ensure that our approach aligns with shareholder interests as well as with competitive and appropriate pay practices for our industry and comparable global companies.

The Committee undertakes a rigorous and comprehensive process to determine executive compensation. This includes benchmarking against peer companies, consulting with independent compensation advisors, evaluating market trends, and aligning pay structures with company performance, strategic goals, and shareholder interests. The Committee also considers individual performance, the competitive landscape for executive talent, and our overall short- and long-term objectives.

Achievement against objectives is given careful consideration by the Committee when determining variable pay, and each objective is reviewed for overall achievement. In 2024, the Committee acknowledged the team’s significant progress in advancing our clinical-stage programs, further financing key programs, and expanding US-investor base. Therefore, the board determined an achievement score of 95% was fair and justifiable.

The Committee has approved the following corporate performance goals for 2025. The executive performance bonuses will be determined based on the achievement of these goals.

Compensation Program Objectives, Philosophy and Elements of Compensation

The main objectives of our executive compensation program are to:

We believe that our executive compensation program accomplishes the following:

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To achieve our compensation objectives, we historically have provided our executive officers with a compensation package consisting of the following elements:

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In evaluating our executive compensation policies and programs, we consider the performance and skills of each executive, alongside the compensation provided to executives at comparable companies with similar responsibilities.

Our goal is to offer a competitive compensation package that includes substantial short- and long-term incentives tied to the achievement of measurable corporate objectives. We believe this approach strikes the right balance between immediate and future rewards, aligning executive performance with maximizing shareholder value.

We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the Committee uses its judgment to establish a total compensation program for each executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of the executive officers’ target total direct compensation is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our shareholders and our corporate goals.

In making executive compensation decisions, the Committee generally considers each executive officer’s target total direct compensation, which consists of base salary, target bonus opportunity (together, “total cash compensation”) and long-term equity awards (valued based on an approximation of grant date fair value).

Governance Practices

The Committee regularly reviews best practices in executive compensation and uses the following guidelines to design our executive compensation programs:

How We Determine Executive Compensation

Role of Our Remuneration Committee, Management and the Board

The Committee currently consists of Michael Davidson, James Ede-Golightly, and Dave Lemus, all three of whom are deemed to be independent for purposes of the Nasdaq listing rules. The Committee’s principal function is to support the Company’s strategy by ensuring that those individuals responsible for delivering the strategy are appropriately incentivised through the operation of the Company’s remuneration policy. In determining the Company’s current policy, and in constructing the remuneration arrangements for named executive officers and senior employees, the Board, advised by the Committee, aims to provide remuneration packages that are competitive and designed to attract, retain and motivate employees of the highest calibre, and align incentives with shareholder interest.

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The Committee is primarily responsible for establishing and reviewing our overall compensation strategy and policies. The Committee meets periodically throughout the year, typically four times or more, to, among other responsibilities, manage and evaluate our executive compensation program, and determines the principal components of compensation (base salary, performance bonus awards, and equity awards) for our executive officers. The Committee does not delegate authority to approve executive officer compensation. The Committee’s annual executive compensation decisions for an applicable year are typically made during a Committee meeting in the last quarter of the preceding year, although the Committee may refine those decisions in the first quarter of the applicable year.

In its decision-making process, the Committee takes into account information from both internal and independent sources, including its independent compensation consultants, AON Solutions UK Ltd (“Aon”). AON was appointed as remuneration consultants by the Committee following a competitive bid process, based on its extensive industry experience and expertise in relevant geographies. AON advises the Committee on all aspects of senior executive remuneration and has kept the Committee up to date on remuneration trends and corporate governance best practice. AON does not have any other connection with the Company and is considered to be independent by the Committee.

Our named executive officers provide updates to the Committee, as required, to ensure that the Committee is fully informed about pay and performance issues throughout the Company. The Committee takes these factors into account when determining the remuneration of the named executive officers. No named executive officers have direct decision-making authority over their own compensation, as all such decisions are overseen by the Committee to maintain fairness and alignment with shareholder interests, but the Committee does take into account views and recommendations from our Chief Executive Officer regarding the performance of and appropriate compensation levels for the other executive officers.

Use of Competitive Market Compensation Data: Fiscal Year 2024 Peer Group

The Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. The Committee believes that the peer and market data provided by our independent compensation consultant is helpful in determining market-competitive compensation for our executives. The Committee considers peer data as part of a market-check analysis that is used in conjunction with its assessments of numerous other factors. The Committee’s goal is to set our named executive officers’ target total cash compensation at the median of our peer group companies (with bonus more heavily weighted than salary) and to provide equity with a value between the 50^th and 75^th percentiles of our peer group. For fiscal year 2024, the target total direct compensation level (including equity awards) for our chief executive officer was at approximately the 25^th percentile of our peer group and for our other named executives was between the 25^th and 50^th percentiles. In order to align compensation with the Committee’s 50^th percentile philosophy, in 2025, target bonuses are set to match the 75^th percentile of our peer group companies.

With recommendations from AON, the Committee identifies a group of companies that would be appropriate peers for compensation decisions. In selecting peers, the Committee focuses on biotechnology or pharmaceuticals companies that are headquartered in the United States or the United Kingdom and that are publicly traded on either the Nasdaq Stock Market, New York Stock Exchange or London Stock Exchange, and takes into account, among other factors, their revenues, market capitalization, number of employees and certain other financial measures.

In October 2023, the Committee approved the following peer group of companies:

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In September 2024, the Committee revised the peer group primarily due to our progress in our clinical trials. The revised peer group excluded Alpine Immune Sciences, Design Therapeutics, Ikena Oncology, Lineage Cell Therapeutics, Omega Therapeutics and Prelude Therapeutics and added Arcturus Therapeutics, Beam Therapeutics, Centessa Pharmaceuticals, Intellia Therapeutics, Kymera Therapeutics and Wave Life Sciences.

Shareholder Say-on-Pay Vote

Because we became a United States domestic issuer under SEC and Nasdaq rules effective January 1, 2025, our shareholders will have their first opportunity to cast a non-binding advisory vote (“say-on-pay vote”) to approve our named executive officers’ compensation at our 2025 meeting of shareholders. In the future, we intend to consider the outcome of the say-on-pay votes when making compensation decisions regarding our named executive officers. Following the vote at the meeting and depending on the outcome of the resolution regarding the frequency of future say-on-pay votes, our next say-on-pay vote is expected to occur at the 2026 shareholder meeting.

Factors Used in Determining Executive Compensation

The Committee sets the compensation of our executive officers at levels it determines to be competitive and appropriate for each executive officer, using the professional experience and judgment of Committee members. The Committee considers numerous factors when setting executive pay levels, including: (i) market and peer data provided by our independent compensation consultant; (ii) a review of industry survey data; (iii) employee knowledge, skill, and experience; (iv) individual performance and contribution; and (v) scope of current and expected future responsibilities along with any retention concerns.

Elements of Our Fiscal Year 2024 Executive Compensation Program

Base Salaries

The base salaries of our named executive officers are an important part of their total compensation package and are intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The Committee periodically reviews the base salaries of our named executive officers and may approve merit and cost of living increases as well as increases to reflect expanded responsibilities. The table below reflects the base salaries of our named executive officers as of the beginning of fiscal year 2024 and shows the percentage increase over the respective base salaries in effect as of the beginning of fiscal year 2023. In addition, in light of their promotion to Executive Vice President, the base salary of each of Ms. Hellums and Dr. Romano was increased to $480,000 effective July 1, 2024 (a 6.2% increase for Ms. Hellums and 6.3% for Dr. Romano). No further increases were implemented during 2024. The Committee determined the increases for

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all named executive officers were appropriate in light of each executive’s individual performance and target total cash compensation compared to applicable market and peer group data.

Annual Performance Bonuses

The annual performance cash bonuses for our named executive officers are tied to achievement of our corporate goals and delivery on our business strategy. We develop our corporate goals based upon our performance objectives and strategic priorities for the upcoming year. In general, these corporate goals include development of pipeline and platform, partnering successes, revenue generation, strengthening of intellectual property and control of cash expenditure. In 2024, all employees were eligible for the annual performance bonus, including our executive officers. Each eligible employee has a target annual performance incentive opportunity that corresponds to achievement of 100% of the performance goals comprising the corporate scorecard. Following the end of the year, the Committee determines the extent to which the prior year’s corporate scorecard metrics were met and incentive payments are made as soon as practicable thereafter.

2024 Target Bonus Amounts

The Committee periodically reviews each of our named executive officer’s target bonus opportunity and establishes it as a percentage of base salary. Following a review of applicable market and peer group data provided by our independent compensation consultant, an assessment of the Company’s performance and an analysis of each individual’s target total cash compensation, the Committee originally established the 2024 target percentages at 60% for Mr. Tooman and 40% for Ms. Hellums and Dr. Romano. That percentage for Ms. Hellums and Dr. Romano was increased to 45% effective for the second half of 2024 in light of their promotion to Executive Vice President on July 1, 2024. The Committee retains the authority to adjust the targets as it deems appropriate.

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2024 Corporate Scorecard Design and Achievement

For 2024, our corporate scorecard was comprised of performance objectives in seven categories: 20% tied to the achievement of planned targets for the development of SLN 360; 20% tied to achievement of planned targets for the development of SLN 124; 15% tied to manufacturing processes; 10% tied to new business development; 10% tied to candidate identification and selection; 7.5% tied to regulatory compliance; and 17.5% tied to achievement of operational targets. The goals summarized below for each metric were selected by the Committee based on the Committee’s determination that each was important for our short- and long-term success. When it approved the 2024 performance objectives, the Committee believed that achievement of target performance would be reasonably challenging based upon industry-wide conditions and our internal forecasts at the time. Our 2024 corporate scorecard and the relevant performance levels are summarized below and includes the level of detail we believe we can disclose without creating competitive harm for the Company.

In determining individual annual performance bonuses, the Committee evaluated the Company’s performance relative to the corporate goals established for the fiscal year. While the Committee retains discretion to adjust the annual bonuses for named executive officers based on their individual performance rating and overall individual contribution towards our achievement of the corporate objectives, it determined that adhering to the corporate scorecard and awarding bonuses in alignment with the achievement percentages outlined above was the most appropriate approach.

Equity Compensation

We have adopted the Silence Therapeutics plc 2023 Equity Incentive Plan, under which we may grant equity-based incentive awards to employees, including our named executive officers. We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the long-term interests of our executive officers with the financial interests of our shareholders and is therefore a key aspect of our pay-for-performance program. The Committee believes that share options are inherently performance-based and automatically link executive pay to shareholder return, as the value realized, if any, from an award of share options is dependent upon, and directly proportionate to, future appreciation in our share price. Regardless of the reported value in the Summary Compensation Table, our named executive officers will only receive value from their share option awards if the market price of our stock increases above the market price of our stock at the time of grant and remains above such price as the share options continue to vest.

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Annual equity grants to executive officers are typically granted by the Committee to executive officers on the first Thursday of every year, though spot grants may be made at other times by reason of promotions, new hires and other circumstances. In fiscal year 2024, we approved equity awards to our named executive officers in the form of share options. The Committee used its subjective judgement to determine the amounts it believed were appropriate for each named executive officer, weighing the following factors: the executive’s target total direct compensation, current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our ordinary shares, internal equity amongst executives and market and peer group data provided by our independent compensation consultant. The share options granted in 2024 will vest over a four-year period, with 25% of the shares subject to each award vesting on the first anniversary of the grant date and the remaining 75% vesting in substantially equal monthly installments over the following 36 months, subject to continued service through the applicable vesting date.

The following table sets forth the share options granted to our named executive officers in fiscal year 2024:

Other Features of Our Compensation Program

Employment Agreements with our Named Executive Officers

We have entered into employment agreements with each of our named executive officers, and each of the agreements contain substantially similar terms exclusive of compensation and severance levels. The agreements set forth the terms and conditions of each executive’s employment with us, including base salary, bonus opportunity, eligibility for employee benefits and severance benefits upon a qualifying termination of employment, intellectual property rights, and certain non-inducement and non-solicitation covenants for a period of 12 months.

Each of the named executive officers’ employment is at will and terminable by the executive or the Company at any time, with or without cause, provided that the executive must provide 45-days prior written notice upon a termination other than for good reason (as defined in the agreement) unless waived by the company. If the executive is discharged for cause then all rights to any unearned, non-vested or non-accrued compensation will terminate.

If the Company terminates the executive’s employment without cause or the executive terminates for good reason, then, in addition to any accrued compensation, benefits or reimbursable expenses, the terminated executive is entitled, contingent on the execution of the Company’s standard form of release (and, for any member of the board of director of the company or an affiliate, resignation from the board), to:

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If, within 12 months following a change in control (as defined in the employment agreements), a named executive officer’s employment is terminated without cause or for good reason, then that executive is entitled to the same severance and other benefits as if they had been terminated without cause (subject to execution of a release), except that (i) the term of severance will be for 18 months in the case of Mr. Tooman and 12 months for Ms. Hellums and Dr. Romano, and (ii) the severance payment will be made in one lump sum on the 60^th day following the date of termination.

Moreover, if a person obtains “control” (as defined in the company’s share scheme) of the company, any unvested equity grants held by a named executive officer will vest and become exercisable in accordance with Rule 11.1 of the share scheme and any documents awarding such equity grants. Notwithstanding any contrary provisions in an award agreement, any award that does not become vested and exercisable upon a person gaining control shall fully vest and become exercisable if the employment agreement and the executive’s employment with the company is terminated, following or upon such person gaining control, whether such termination is by the company (or its successor) other than for cause, incapacity, or death, or by the executive for good reason.

In the event a named executive officer is unable to perform their duties due to incapacity, and such incapacity results in undue hardship to the Company, the Company may terminate the named executive officer’s employment as of the end of any calendar month, with 30 days’ prior written notice. In the event of the named executive officer’s death, their employment shall terminate as of the date of death. If the named executive officer’s employment is terminated due to incapacity or death, in addition to any unpaid compensation, benefits or reimbursable expenses, they or their estate shall be entitled to the prior year bonus and a pro rata bonus, if any. Furthermore, all vested equity awards shall be treated as a termination for “good leaver reason” under the share scheme.

For a quantification of amounts that could be paid to a terminated named executive officer, see section below titled “—Executive Compensation Tables—Potential Payments upon Termination or Change in Control”.

Retirement Plans

Our named executive officers are eligible to participate in a defined contribution 401(k) retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis (the “401(k) plan”). Eligible employees may defer eligible compensation up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). For the 2024 plan year, we made discretionary matching contributions on a per payroll basis equal to 100% of the first 6% of eligible compensation deferred, subject to Code limits. Matching contributions are 100% vested when made to the 401(k) plan. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. Except for contributions to a Roth account, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Other than the 401(k) plan, our employees, including our named executive officers, do not participate in any qualified or non-qualified retirement or deferred compensation benefits.

Health/Welfare Plans

Our named executive officers are eligible to participate in broad-based health and welfare benefit plans, such as medical, dental, vision, disability and life insurance, in each case generally on the same basis as other

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eligible employees. We do not maintain any supplemental health and welfare plans for our named executive officers. Our Committee may elect to adopt such plans in the future if it determines that doing so is in our best interests.

Perquisites

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. We do provide Mr. Tooman with up to $10,000 annually for the preparation and submission of tax returns in the UK and USA. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Committee.

Stock Guidelines

We do not currently maintain stock ownership guidelines for employees or non-employee directors or a policy that expressly limits hedging or pledging of or similar transactions in our stock.

Tax and Accounting Considerations

As a general matter, the Committee reviews and considers the various tax and accounting implications of compensation programs we utilize. The Committee believes that shareholder interests are best served if the Committee retains the discretion to approve compensation arrangements that support our corporate objectives, even if an arrangement does not qualify for full or partial tax deductibility under United States or other tax law or results in adverse accounting consequences to us.

Code Section 162(m)

Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible for federal income tax purposes. Although the Committee will continue to consider tax implications as one factor in determining executive compensation, the Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and our best interests and the best interests of our shareholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m).

Code Section 409A

Section 409A of the Code (“Section 409A”) affects the manner by which deferred compensation opportunities are offered to our United States taxpayer employees and other service providers. Section 409A requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose United States taxpayer employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our U.S taxpayer employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

Code Section 280G

Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the

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Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including share options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, the Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, the Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent, and the Committee may make a cash payment to gross an individual up for such excises taxes if in its judgment it determines that to be appropriate in the circumstances of any contemplated transaction.

Accounting for Share-Based Compensation

We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our share-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their share-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of share options under our equity incentive award plans are accounted for under ASC Topic 718. The Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Other Compensation Policies and Practices

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Remuneration Committee Report

This Remuneration Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such report by specific reference.

The Remuneration Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s proxy statement.

The preceding report has been furnished by the following members of the Remuneration Committee:

James Ede-Golightly

Dave Lemus

Michael Davidson

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2024, 2023 and 2022, as applicable:

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Grants of Plan-Based Awards

The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2024.

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Outstanding Equity Awards as of December 31, 2024

The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remained outstanding as of December 31, 2024.

Option Exercises and Stock Vested

None of our named executive officers held any stock awards or exercised any options during 2024.

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Potential Payments upon Termination or Change in Control

The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreements as described under the section titled “—Compensation Discussion and Analysis—Other Features of our Compensation Program—Employment Agreements with our Named Executive Officers,” assuming their employment was terminated as of December 31, 2024, including as applicable in connection with a change in control (“CIC”) as of December 31, 2024.

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Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, 2024. Information is included for equity compensation plans approved by our shareholders. We do not have any equity compensation plans not approved by our shareholders.

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CEO PAY RATIO

Overview

Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”).

The annual total compensation for our Chief Executive Officer, as reported in the 2024 Summary Compensation Table above, was $3,693,970, and the annual total compensation for our median paid employee determined on this same basis was $148,994. Therefore, our CEO Pay Ratio is approximately 25:1.

Methodology and Pay Ratio

We identified the median employee using our employee population on December 31, 2024 (including, as applicable, all employees, whether employed on a full-time, part-time, seasonal or temporary basis), as permitted under the relevant rules, we identified the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual total cash compensation of our employees and so, we believe, also the relative total annual compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 31, 2024: (1) 2024 base pay and (2) 2024 cash bonus. In identifying the median employee, we did not annualize the compensation values of individuals that joined our Company during 2024. For employees paid in a foreign currency, we converted their total cash compensation to U.S. dollars using the average exchange rate used in our 2024 financial statements, as set forth in our Annual Report on Form 10-K, at the rate of £1.00 to $1.28 and €1.00 to $1.18. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table.

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

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In addition to satisfying the forgoing requirements under our articles of association and the Companies Act, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 27, 2026.

Shareholder Rights

Under section 527 of the Companies Act, members meeting the threshold requirement set out in that section have the right to require us to publish on a website a statement setting out any matter relating to:

(i) the audit of our accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or

(ii) any circumstance connected with our auditor ceasing to hold office since the previous meeting at which annual accounts or reports were laid in accordance with section 437 of the Companies Act.

We may not require the shareholders requesting any such website publication to pay our expenses in complying with sections 527 or 528 of the Companies Act. Where we are required to place a statement on a website under section 527 of the Companies Act, we must forward the statement to our auditor not later than the time when we make the statement available on the website. The business which must be dealt with at the AGM includes any statement that we have been required, under section 527 of the Companies Act, to publish on a website.

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Materials with respect to two or more shareholders sharing the same address by delivering a single set of Proxy Materials addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

This year, a number of brokers with account holders who are our shareholders will be “householding” the Proxy Materials. A single set of Proxy Materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of Proxy Materials, please notify your broker or us. Direct your written request to c/o Silence Therapeutics plc, 72 Hammersmith Road, London W14 8TH, United Kingdom, Attn: Rhonda Hellums, Company Secretary. Shareholders who currently receive multiple copies of the Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

Questions

If you have any questions or need more information about the AGM please write to us at:

c/o Silence Therapeutics plc

Attn: Rhonda Hellums, Company Secretary

72 Hammersmith Road

London W14 8TH

United Kingdom

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 is available without charge upon written request to: c/o Silence Therapeutics plc, 72 Hammersmith Road, London W14 8TH, United Kingdom, Attn: Rhonda Hellums, Company Secretary.

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ANNEX A

Remuneration Committee Report

Having the right team to execute on an internationally competitive strategy in the fast-moving field of RNAi is a key priority for the Board and the Company.

James Ede-Golightly

Chair of the Remuneration Committee

Dear Shareholder,

On behalf of the Remuneration Committee (the “Committee”), I am pleased to present our Directors’ remuneration report for the year ended 31 December 2024.

Having the right team to execute on an internationally competitive strategy in the fast-moving field of RNAi is a key issue for the Board and the Company. Craig Tooman has served as our President, Chief Executive Officer and as a member of our board of directors since February 2022. Craig has experience in the biopharmaceutical industry spanning more than 30 years, including 15 years of experience as a public company CEO and CFO. In February 2022 we also appointed Rhonda Hellums as our Chief Financial Officer. Rhonda has over 25 years of corporate finance, accounting, strategic planning, M&A, treasury management, investor and public relations experience, largely in the biopharmaceutical industry. Though she is not a U.K director, she sits in on all board meetings.

We continue to deliver a remuneration programme that rewards both achievement of short-term goals and fulfilment of our longer-term objectives, linked with the ultimate exploitation of our platform and its application in generating novel RNAi medicines. We recognise the need to retain and motivate Executive Directors and the senior management team and avoid making remuneration decisions solely based on shorter-term volatility. Accordingly, we include two performance-based elements in our remuneration programme: a shorter-term annual bonus programme, with payment amounts based on the previous year’s achievement against pre-set goals for that year; and a longer-term equity-based programme of share options, vesting over four years and directed towards the achievement of substantial, longer-term strategic objectives. The short-term programme and the long-term incentive programme are providing a balance designed to incentivise Executive Directors and senior management to work toward achievement of the corporate strategy.

During the year, share options were awarded to Craig Tooman; vesting dates for these options are detailed later in this report. This remuneration policy has the intention of ensuring that Silence is in line with biotech industry best practices.

James Ede-Golightly

Chair of the Remuneration Committee

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Directors’ Remuneration Policy

This part of the Remuneration Report sets out the Remuneration Policy and has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Companies (Miscellaneous Reporting) Regulations 2018, and the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019.

The remuneration report sets out the Directors’ remuneration policy approved by a binding vote of shareholders on 17 May 2024 and which took effect on that date. Thereby, as intended the remuneration policy will remain in effect from the date of approval and apply for a maximum period of three years (or until a revised policy is approved by shareholders). The Remuneration Policy is unchanged this year, and as such is not subject to a shareholder vote.

The scenario charts have been updated to reflect the intended application of the approved policy for the 2025 financial year and references to prior financial years have been updated where appropriate to aid understanding. A copy of the shareholder-approved policy (including the scenario charts for the 2024 financial year) is in this Annual Report and Financial Statements for the Year Ended 31 December 2024, which is available on the Company’s website.

The policy is designed to align to the Company’s strategy and business model and to reflect the Committee’s remuneration philosophy, as summarised below.

In developing its policy, the Committee has regard to the policy for remuneration of employees across the Company. The Directors’ remuneration policy was set considering the pay and conditions for other employees and the Committee does not engage in a wider consultation with employees on the policy. Remuneration across the Company is implemented in the following ways:

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Remuneration Policy Table

The table in the following pages sets out, for each element of pay, a summary of how remuneration is structured and how it supports the Company’s strategy.

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