PureTech Health : Notice of Meeting for 2024 AGM

PureTech Health plc

Notice of Annual General Meeting and Explanatory

Circular to Shareholders

Thursday 13 June 2024 at 4.00 p.m. British Summer Time (BST)

(11.00 a.m. Eastern Daylight Time (EDT))

At

FTI Consulting

200 Aldersgate

200 Aldersgate Street

London EC1A 4HD

United Kingdom

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in PureTech Health plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This document should be read as a whole. The Notice of the Annual General Meeting (the "Notice") is set out on pages 2 to 5 of this document. Shareholders will also find enclosed with this document a form of proxy to use in connection with the Annual General Meeting.

To be valid for use at the Annual General Meeting, the accompanying form of proxy must be completed, signed and returned in accordance with the instructions printed on it, to PureTech Health plc's Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible but in any event not later than 4 p.m. BST (11 a.m. EDT) on Tuesday 11 June 2024.

Completion and return of a form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting should they choose to do so.

Notice of Annual General Meeting 2024

PureTech Health plc ("the Company")

Notice is hereby given that the 2024 Annual General Meeting (the "AGM") of the Company will be held at the offices of FTI Consulting at 200 Aldersgate, 200 Aldersgate Street, London EC1A 4HD, on Thursday 13 June 2024 at 4.00 p.m. BST (11.00 a.m. EDT)

to consider and, if thought fit, pass the following resolutions, of which resolutions numbered 1 to 13 (inclusive) will be proposed

as ordinary resolutions and the resolutions numbered 14 to 17 (inclusive) will be proposed as special resolutions:

Ordinary Resolutions

1. THAT the Company's audited financial statements, the strategic report and the reports of the directors of the Company (the "Directors") and auditors for the year ended 31 December 2023 (the "Annual Report") now laid before this meeting be and are hereby approved.
2. THAT the Directors' remuneration report for the year ended 31 December 2023 (excluding that part of the report containing the Directors' remuneration policy), as set out on pages 102 to 122 of the Annual Report, be and is hereby approved.
3. THAT the Directors' remuneration policy, as set out on pages 106 to 112 of the Annual report, which takes effect immediately after the end of the AGM, be and is hereby approved.
4. THAT if Resolution 3 is passed, the amendments to the rules of the PureTech Health plc Performance Share Plan 2023 (as summarised in the Explanation of Annual General Meeting Business included in the notice of AGM) be and are hereby approved (the amended rules having been produced at
   the AGM and, for the purposes of identification, initialed by the Chair) and THAT the Directors be authorised to do all such acts and things as they consider necessary or desirable to give effect to such amendments.
5. THAT Ms. Sharon Barber-Lui be and is hereby re-elected as a Director.
6. THAT Dr. Bharatt Chowrira be and is hereby re-elected as a Director.
7. THAT Dr. Raju Kucherlapati be and is hereby re-elected as a Director.
8. THAT Dr. John LaMattina be and is hereby re-elected as a Director.
9. THAT Dr. Robert Langer be and is hereby re-elected as a Director.
10. THAT Ms. Kiran Mazumdar-Shaw be and is hereby re-elected as a Director.
11. THAT PricewaterhouseCoopers LLP be and is hereby re-appointed as the auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are laid before the Company.
12. THAT the Audit Committee of the Company be and is hereby authorised to agree to the remuneration of the auditors.

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Notice of Annual General Meeting 2024 - continued

13. THAT, pursuant to section 551 of the Companies Act 2006, the Board of Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to an aggregate nominal amount of £900,697.00 and
2. comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a further aggregate nominal amount of £900,697.00 in connection with an offer by way of a rights issue:
3. 1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities in the capital of the Company as required by the rights of those securities or, subject to such rights, as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or the requirements of any regulatory body or stock exchange,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 13 September 2025) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board of Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

These authorities are in substitution for all existing authorities under section 551 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

Special Resolutions

14. THAT if resolution 13 is passed and pursuant to sections 570 and 573 of the Companies Act 2006, the Board of Directors be given power to allot equity securities (as defined in section 560 of the

Companies Act 2006) for cash under the authority given by that resolution and to sell any ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b. of resolution 13, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):

1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings; and
2. to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers necessary

or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1. otherwise than pursuant to paragraph a. above, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to an aggregate nominal amount of

£270,209.10, such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 13 September 2025 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

This power is in substitution of all existing powers under sections 570 and 573 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

PureTech Health plcNotice of Annual General Meeting 2024    3

Notice of Annual General Meeting 2024 - continued

15. THAT if resolution 13 is passed, the Board of Directors be given power in addition to any authority granted under resolution 14 to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by resolution 14

and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities or sale of treasury shares:

1. up to an aggregate nominal amount of £270,209.10; and
2. used only for the purposes of financing (or refinancing, if authority is to be used within
   12 months after the original transaction) a transaction which the directors determine to be either an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date
   of this notice,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on

13 September 2025) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

16. THAT the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section

693(4) of the Companies Act 2006) of its ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") provided that:

1. the maximum number of Ordinary Shares hereby authorised to be purchased
   is 27,020,910;
2. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is the nominal amount of that share; and
3. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:

1. an amount equal to 5 percent above the average of the middle market quotations for an
   Ordinary Share as derived from the Daily Official
   List of the London Stock Exchange plc for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
2. an amount equal to the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 13 September 2025 but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

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Notice of Annual General Meeting 2024 - continued

17. THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.

The Directors consider that all resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are more likely to promote the success of the Company for their benefit. The Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

The business of the AGM will be conducted on a poll.

BY ORDER OF THE BOARD

Charles Sherwood

Company Secretary

25 April 2024

Registered Office:

C/O TMF Group, 13th Floor,

One Angel Court,

London EC2R 7HJ

Registered Number:

09582467

PureTech Health plcNotice of Annual General Meeting 2024    5

Explanation of Annual General Meeting Business

This explanatory note gives further information in relation to the resolutions listed in the enclosed notice of the 2023 Annual General Meeting.

Resolutions 1 to 13 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 to 17 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Receipt of the Company's

Report and Accounts

The Directors must lay the Company's accounts, the Directors' Report, the Strategic Report and the Auditor's Report before the shareholders at the AGM for approval as this is a legal requirement.

Resolution 2: Directors' Remuneration Report

The Directors' Remuneration Report for the year ended 31 December 2023 can be found on pages 102 to

122 of the Annual Report. The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 123 to 127 of the Annual Report. Under section 439

of the Companies Act 2006, the Company must give shareholders notice of an ordinary resolution approving the Directors' Remuneration Report. This vote is an advisory one and does not affect the actual historical remuneration paid to any individual Director.

Resolution 3: Directors' Remuneration Policy

The Directors' remuneration policy (the "Remuneration Policy") is contained in the Directors' Remuneration Report and can be found at pages 102 to 122 of the Annual Report. It sets out the policy of the Company with respect to the making of remuneration payments and payments for loss of office to the Directors.

Under section 439A of the Companies Act 2006, there must be a binding shareholder vote on the Directors' Remuneration Policy at least once every three years (unless the Directors wish to change the policy within that three year period or the advisory vote on the Directors' Remuneration Report is not passed in any year subsequent to approval of the Directors' Remuneration Policy). The current Directors' Remuneration Policy

was last approved at the 2021 AGM. This ordinary resolution is to approve the Directors' Remuneration Policy which, if passed, will take effect at the conclusion of the meeting. Once effective, all future payments to Directors, past and present, must normally comply with the terms of the Remuneration Policy, unless specifically approved by shareholders in the general meeting. If the Directors' Remuneration Policy is not approved by the

shareholders for any reason, the Company will, if and to the extent permitted to do so under the Companies Act 2006, continue to make payments to Directors in accordance with its existing contractual arrangements and will seek shareholder approval for a revised policy as soon as is practicable.

Resolution 4: Amendments to the PSP

In the interests of providing a suitably competitive package for the Company's leaders, the Company's new Remuneration Policy that is being put to shareholders under Resolution 3 introduces time-vesting restricted shares into the long-term incentive structure for

the executive directors of the Company. Under this approach, 50 percent of the total long-term equity component will remain as performance shares, with the remaining 50 percent being comprised of time-vesting restricted shares.

The rules of the PureTech Health plc Performance Share Plan 2023 ("PSP"), which were approved by shareholders in general meeting on 13 June 2023, provide that all awards granted to executive directors under the PSP must be subject to the satisfaction of performance conditions. The purpose of Resolution 4 is to approve minor amendments to the rules of the PSP to align them with the Company's new Remuneration Policy by removing the requirement that all PSP awards granted to executive directors be subject to the satisfaction of performance conditions. These amendments require shareholder approval.

A copy of the amended PSP rules (highlighting the proposed changes) is available for inspection on the national storage mechanism from the date of this notice of AGM and at the AGM venue for at least 15 minutes before and during the meeting. The national storage mechanism can be found at https://data.fca.org.uk/#/ nsm/nationalstoragemechanism.

Resolutions 5 to 10: Directors

Resolutions 5 to 10 deal with the re-election of Directors. In accordance with the requirements of the UK Corporate Governance Code, all Directors are offering themselves for re-election.

The biographies of each of the Directors standing for reelection are on pages 82 to 85 of the Annual Report.

The Board believes that each Director standing for reelection brings considerable and wide-ranging skills and experience to the Board as a whole. The Board considers that each Director continues to make an effective and valuable contribution to the deliberations of the Board and demonstrates commitment to the role.

Upon their appointment to the Board in June 2015

(Dr. Kucherlapati and Dr. LaMattina) and in October 2020 (Ms. Mazumdar-Shaw) and in March 2022 (Ms. Barber-

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Explanation of Annual General Meeting Business - continued

Lui), the Board evaluated the independence of the four above mentioned Directors, in accordance with the UK Corporate Governance Code. At the time of writing, the Board considers that there have been no changes in circumstances or otherwise which might affect, or could appear to affect, the independent judgment or character of these Directors. In reaching this determination, the Board had regard to (i) their directorships and links with other Directors through their involvement in the Company's subsidiaries; and (ii) their equity interests in the Company and its subsidiaries.

Further details of these directorships and interests are set out on pages 82 to 85 and on page 119 of the Annual Report. The Board is satisfied that the judgment, experience and challenging approach adopted by each of Ms. Barber-Lui, Dr. Kucherlapati, Dr. LaMattina and Ms. Mazumdar-Shaw should ensure that they each make a significant contribution to the work of the Board and its committees. Therefore, the Board has determined that Ms. Barber-Lui, Dr. Kucherlapati, Dr. LaMattina and Ms. Mazumdar-Shaw are of independent character and judgment, notwithstanding the circumstances described at (i) and (ii) above.

Save as disclosed above, none of the independent non-executive Directors seeking election or re-election has any existing or previous relationship, transaction or arrangement with the Company, its Directors, any Explanation of Annual General Meeting Business controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of Listing Rule 13.8.17R (1).

The Nomination Committee will lead the process for appointing new Directors in the future, by evaluating the particular skills, knowledge, independence, experience and diversity, including gender, that would benefit

and balance the Board most appropriately for each appointment. Having established appropriate selection criteria, the Nomination Committee is responsible for identifying and recommending suitable candidates

to the Board for its approval, and may consult with external consultants, advisers and Board members on prospective appointments.

Resolutions 5 and 9 deal with the election of non- independent Directors (being Dr. Langer and

Dr. Chowrira, the Company's Chief Executive Officer).

As announced by the Company on 9 April 2024, the Company's former Chief Executive Officer, Ms. Daphne Zohar, stepped down from the Board to lead Seaport Therapeutics, Inc. the latest founded entity to be created by the Company. Therefore Ms Zohar is not being put forward for re-election.

Resolutions 11 & 12: Appointment and

Remuneration of Auditors

Under section 489 of the Companies Act 2006, auditors of a public company have to be appointed before

the end of each AGM at which the Company's annual accounts are presented. The Audit Committee, which has evaluated the effectiveness and independence of the external auditors, has recommended to the Board that PricewaterhouseCoopers LLP be re-appointed as auditor of the Company, to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are presented.

Resolution 12 authorises the Audit Committee to determine the auditor's remuneration.

Resolution 13: Directors' Authority to Allot

Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders. Resolution 13 renews a similar authority given at last year's AGM and is in two parts.

Paragraph a. of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £900,697.00 (representing 90,069,700 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 26 April 2024, the latest practicable date prior to publication of this Notice.

In line with guidelines issued by the Investment Association, paragraph b. of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into shares up to a further aggregate nominal amount equal to one third of the issued ordinary share capital of the Company (excluding treasury shares) as at 25 April 2024, the latest practicable date prior to publication of this Notice, representing 90,069,700 Ordinary Shares, which will be applied (if at all) to fully pre-emptive rights issues only.

The authority sought under this resolution will expire at the earlier of 13 September 2025 and the conclusion of the AGM of the Company held in 2025. The Directors have no present intention to exercise the authority sought under this resolution. However, if they do exercise the authority, the Directors intend to follow Investment Association guidelines concerning its

use (including as regards the Directors standing for re-election in certain cases). As at 26 April 2024, the Company holds 19,259,058 shares in treasury.

PureTech Health plcNotice of Annual General Meeting 2024    7

Explanation of Annual General Meeting Business - continued

Resolutions 14 & 15: Disapplication of

Pre-emption Rights

Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) for cash, or sell treasury shares for cash, then under the Companies Act 2006 they must first offer such shares or securities to shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.

Paragraph a. of Resolution 14, which will be proposed as a special resolution, seeks to authorise the Directors to issue equity securities of the Company for cash, free from statutory pre-emption rights in connection with a rights issue as defined in Resolution 13.

Paragraph b. of Resolution 14 seeks authority to issue equity securities, free from statutory pre-emption rights up to an aggregate nominal value of £270,209.10, which represents approximately 10 percent of the Company's existing ordinary share capital as at 25 April 2024, being the latest practicable date prior to the publication

of the Notice.

Resolution 15 seeks authority to issue equity securities free from statutory pre-emption rights up to an aggregate nominal value of an additional £270,209.10, which represents approximately 10 percent of the Company's existing ordinary share capital as at

25 April 2024, being the latest practicable date prior to the publication of the Notice, to be used only for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this.

The disapplication authorities under Resolutions 14 and 15 are in line with guidance set out in the Statement of Principles. The Statement of Principles allow a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10 per cent. of a company's issued share capital for use on an unrestricted basis,

1. up to a further 10 per cent. of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue.

The power will expire at the earlier of

13 September 2025 and the conclusion of the AGM of the Company held in 2025. The Directors have no present intention to exercise the authority sought under this resolution.

Resolution 16: Authority to undertake Market Purchases of Own Shares

This resolution would give the Company the authority to purchase up to 10 percent of its issued Ordinary Shares (excluding any treasury shares). The Directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company. Any purchases of Ordinary Shares would be by means of market purchases through the London Stock Exchange.

The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is its nominal value. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the highest of: (i) an amount equal to 5 percent above the average market value for an Ordinary Share for the five business days immediately preceding the date of the purchase; and

1. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time.

Ordinary Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any Ordinary Shares the Company may purchase as treasury shares. Treasury shares may be resold for cash or used to satisfy share options and share awards under the Company's share incentive schemes but all rights attaching to them, including voting rights and any right to receive dividends, are suspended while they are held in treasury. Treasury shares may also be cancelled.

The share buyback programme announced on

5 May 2022 completed on 8 February 2024. Any ordinary shares repurchased under this programme are held in treasury to the extent required to satisfy existing share options and share awards under the Company's share incentive schemes, with the remainder being cancelled. The Company currently holds 19,518,418 shares in treasury.

As at 25 April 2024, the latest practicable date prior to publication of this Notice, the Company had options outstanding over 15,797,311 Ordinary Shares. These options represent 5.3 percent of the Company's issued ordinary share capital and would represent 5.8 percent of the Company's issued ordinary share capital if the full buy-back authority being sought is used and all Ordinary Shares bought back are cancelled and not held in treasury and re-issued. There are no warrants outstanding over any Ordinary Shares.

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Explanation of Annual General Meeting Business - continued

Resolution 17: Notice Period for General Meetings

Under the Companies Act 2006 the notice period required for all general meetings of the Company is 21 clear days, though shareholders can approve

a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting

and is thought to be to the advantage of shareholders as a whole. If granted, this authority will be effective until the Company's next AGM.

PureTech Health plcNotice of Annual General Meeting 2024    9

Notes to the Notice of the AGM

Proxy appointment

1. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the AGM, or any adjournment thereof. A proxy need not be a shareholder of the Company. A shareholder 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 share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the number of shares set out in the other proxy appointments is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid. A proxy may only be appointed in accordance with the procedures set out in notes 2-3 and 10 below and the notes to the proxy form.
2. A form of proxy is enclosed. The appointment of a proxy will ordinarily not prevent a member from subsequently attending and voting at the meeting in person. When appointing more than one proxy, complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar or the proxy form may be photocopied. State clearly on each proxy form the number of shares in relation to which the proxy is appointed.
3. To appoint a proxy, the form of proxy and any power of attorney or other authority (if any) under which
   it is executed (or a duly certified copy of any such power or authority), must be either (a) sent to the Company's Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with note 10 below, or (c) the proxy appointment must be registered electronically on the website www.investorcentre.co.uk/eproxy or by using the QR Code printed on the form of proxy in each case so as to be received no later than 4 pm BST (11 a.m. EDT) on Tuesday 11 June 2024 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
   If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www. proxymity.io. Your proxy must be lodged by 4 p.m. BST (11 a.m. EDT) on Tuesday 11 June 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions.

It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Joint shareholders

4 In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names appear in the register of members in respect of the share.

Nominated persons

5 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Information about shares and voting

6 Holders of ordinary shares are entitled to vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 26 April 2024, which is the latest practicable date before the publication of this document

is 289,468,159.

The Company holds 19,259,058 ordinary shares in treasury, therefore the total voting rights in the Company as at 25 April 2024 were 270,209,101 carrying one vote each on a poll.

Right to attend and vote

7 Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 4 p.m. BST (11 a.m. EDT) on Tuesday 11 June 2024 or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will

be disregarded.

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