Verona Pharma : Form of Proxy Card (Ordinary Shareholders)

VERONA PHARMA PLC

FORM OF PROXY

I/We

of

being a member of the Company, hereby appoint

or failing him/her, the Chairperson of the Meeting, as my/our proxy to attend, speak and vote for me/us on my/our behalf at the 2024 Annual General Meeting (the "AGM") of the Company to be held at 11:00 a.m. (British Summer Time) on April 26, 2024 and at any adjournment thereof.

I/We direct my/our vote as indicated below in respect of the resolutions which are referred to in the Notice convening the AGM (see note 1 below).

	Ordinary Resolutions	FOR	AGAINST	WITHHELD	DISCRETION
Resolution 1	To re-elect Lisa Deschamps as a
	director of the Company.
Resolution 2	To re-elect Martin Edwards as a
	director of the Company.
Resolution 3	To re-elect Sven Anders Ullman as a
	director of the Company.
Resolution 4	To re-elect Christina Ackermann as
	a director of the Company.
Resolution 5	To re-elect Michael Austwick as a
	director of the Company.
Resolution 6	To receive and adopt the U.K.
	statutory annual accounts and
	Directors' report for the year ended
	31 December 2023.
Resolution 7	To receive and approve, as a
	non-binding advisory resolution,
	the U.K. statutory Directors'
	Remuneration Report for the year
	ended 31 December 2023.
Resolution 8	To receive and approve the U.K.
	Directors' Remuneration Policy.
Resolution 9	To approve an increase in the
	maximum aggregate level of
	Non-Executive Director annual
	remuneration (by way of fee) in
	accordance with Article 21.4 of the
	Company's Articles of Association
	to £750,000 per annum on an
	ongoing basis.
Resolution 10	To appoint Ernst & Young LLP as
	the Company's auditors, to hold
	office until the conclusion of the
	next annual general meeting of
	shareholders.
Resolution 11	To authorize the Audit and Risk
	Committee to determine the
	auditors' remuneration for the year
	ending December 31, 2024.

	Ordinary Resolutions	FOR	AGAINST	WITHHELD	DISCRETION
Resolution 12	To approve, on an advisory
	(non-binding) basis, the
	compensation of the Company's
	named executive officers.
Resolution 13	To authorize the Board of Directors
	to exercise all the powers of the
	Company to allot shares in the
	Company or grant rights to
	subscribe for or to convert any
	security into shares in the Company
	up to an aggregate nominal amount
	of £8,345,745 (being up to a
	maximum of 166,914,908 shares
	representing 25% of the Company's
	existing ordinary share capital as at
	the close of business on March 13,
	2024 (being the latest practicable
	date prior to publication of this
	document)).
	Special Resolutions	FOR	AGAINST	WITHHELD	DISCRETION
Resolution 14	To authorize the Board of Directors
	to allot equity securities for cash
	and/or to sell ordinary shares held
	by the Company as treasury shares
	for cash as if Section 561(1) of the
	Companies Act does not apply to
	any such allotment.

Date, 2024

Signature

• Please tick here if you are appointing more than one proxy.

Notes:

1. Resolutions and voting
   The proposed resolutions will be put to vote on a poll. This results in a more accurate reflection of the views of Shareholders ensuring that votes by proxy will be fully-counted. On a poll, each Shareholder has one vote for every share held. The Board of Directors recommends you vote FOR each the above proposed resolutions.
   Resolutions 1 to 13 are proposed as ordinary resolutions. On a poll, 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 14 is proposed as a special resolution. On a poll, a special resolution is passed 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.
   If you select "Discretion" or if no voting indication is given, this proxy will be voted in accordance with the Board of Directors' recommendations. The vote "Withheld" option is to enable you to abstain on any particular resolution. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. The proxy may vote or abstain from voting as he/she thinks fit with respect to any other resolution that is put to the meeting.
   The results of the voting and any other information required by the U.K. Companies Act 2006 will be made available on our website (https://www.veronapharma.com) as soon as reasonably practicable following the AGM and for the required period thereafter.

1. Appointment of proxies
   Generally, members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. 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. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be lodged at the office of the Company Secretary, Verona Pharma plc, c/o Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR BY HAND or BY POST, or BY EMAIL to [e-mail], so as to be received not less than
   48 hours before the time fixed for the holding of the AGM or any adjournment thereof (as the case may be), excluding any part of a day which is not a working day. The attached proxy statement explains proxy voting and the matters to be voted on in more detail. Please read the proxy statement carefully. For specific information regarding the voting of your ordinary shares, please refer to the proxy statement under the section entitled "Questions and Answers About the Annual General Meeting."
   In the case of a member that is a corporation, the form of proxy must be executed under its common seal or executed on its behalf by a duly authorized officer or attorney for the company. Any corporation that is a member may also appoint one or more representatives who may exercise on its behalf all of its powers as a member provided they do not do so in relation to the same shares.
   To change your proxy instructions, simply submit a new form of proxy as set out above. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy instructions received after the relevant cut-off time will be disregarded. Please contact the Company Secretary (as noted above) to obtain a new form of proxy. If you submit more than one valid proxy appointment, the appointment validly received last before the latest time for receipt of forms of proxy will take precedence. If the Company is unable to determine which form of proxy was last validly received, none of them shall be treated as valid in respect of that Ordinary Share.
   Further, the appointment under the form of proxy may be terminated by the member prior to the commencement of the AGM (or any adjournment of the AGM). To be valid, the notice of termination of the authority of the person appointed to act as proxy must be deposited at the offices of the Company Secretary, Verona Pharma plc, 6th Floor, 60 Gracechurch Street, London EC3V 0HR, no less than 48 hours (excluding non-working days) before the time fixed for the holding of the AGM or any adjournment thereof (as the case may be).
2. Appointment of proxy by joint members
   In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first- named being the most senior).
3. Issued shares and total voting rights
   As at the close of business on March 13, 2024 (being the latest practicable date prior to publication of this document), the Company's issued ordinary share capital comprised 619,570,734 voting ordinary shares. Each voting ordinary share carries the right to one vote at the AGM and therefore the total number of voting rights at the close of business on March 13, 2024 is 619,570,734.

This proxy is solicited on behalf of the Board of Directors. The shares represented by this proxy, when properly executed, will be voted in accordance with the specifications indicated herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

In accordance with the terms of the deposit agreement by and among the Company, Citibank, N.A. as depositary and holders and beneficial owners of American Depositary Shares ("ADSs") issued thereunder dated as of May 2, 2017, holders of ADSs who do not provide the depositary bank with voting instructions on or before the record date for ADS holders will be deemed to have instructed the depositary bank to give a discretionary proxy to a person designated by the Company to vote the underlying ordinary shares at the AGM.