Autolus Therapeutics : Notice of Autolus Therapeutics plc Annual General Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, please seek your own financial advice from your stockbroker, solicitor, accountant or other appropriately authorised independent financial adviser.

If you have recently sold or transferred all of your shares in Autolus Therapeutics plc, you should forward this document and any accompanying documents to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holdings, you should retain these documents.

The registered office of Autolus Therapeutics plc is Forest House, 58 Wood Lane, London W12 7RZ, United Kingdom. Autolus Therapeutics plc is incorporated and registered in England and Wales under the Companies Act 2006, with company number 11185179. Autolus Therapeutics plc's website is www.autolus.com and telephone number is [phone].

Autolus Therapeutics plc

Notice of Annual General Meeting 2021

To be held at:

Forest House, 58 Wood Lane, London, W12 7RZ, United Kingdom.

On:

Friday, 18 June 2021, commencing at 1:00 p.m. (British Summer Time).

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How to vote

Autolus Therapeutics plc ("Autolus" or the "Company") has ordinary shares, which are capable of being held in certificated form or dematerialised and held in CREST, and may also be represented by American Depositary Shares ("ADSs"), with each ADS representing one ordinary share.

Your votes matter. In compliance with the COVID-19 Measures noted in the Chairman's letter under the heading "Coronavirus update" on pages 3 - 4, shareholders will not be able to attend the 2021 annual general meeting ("AGM") in person and you are strongly encouraged to vote your shares by appointing the chair of the AGM as your proxy.

For more information:

• holders of ordinary shares should refer to the notes on pages 10 - 11; and
• holders of ADSs should refer to the notes on page 12.

Location of AGM

The Company's AGM will be held at Forest House, 58 Wood Lane, London, W12 7RZ, United Kingdom on Friday, 18 June 2021. The AGM will commence at 1:00 p.m. (British Summer Time).

However, in compliance with the COVID-19 Measures and as detailed in the Chairman's letter under the heading "Coronavirus update" on pages 3 - 4, shareholders will not be able to attend the AGM in person.

How to order paper copies

You can order a paper copy of this notice or any other company report at www.autolus.com.

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Chairman's letter

Dear Shareholder,

2021 Annual General Meeting of Autolus Therapeutics plc

I am pleased to confirm that the Company's 2021 Annual General Meeting will take place at 1:00 p.m. (British Summer Time) on Friday, 18 June 2021 at Forest House, 58 Wood Lane, London, W12 7RZ, United Kingdom.

Coronavirus update

The Company's board of directors (each, a "Director" and together, the "Board") believes that the AGM is a key opportunity for us to speak to and hear the views of Autolus shareholders. Whilst, in normal circumstances, the Board values very highly the opportunity to meet shareholders in person at its AGM, at the time of preparing the notice of AGM, we remain in the midst of the coronavirus pandemic.

At present, measures restricting movement and gatherings are in force in England to address the spread of COVID-19. Among other things, these measures prohibit persons from participating in gatherings consisting of six or more people in any indoor space ("COVID-19Measures"). The UK government has indicated in its "roadmap" that these restrictions will remain in place by the time of our AGM. Accordingly, the Company and its shareholders are required to comply with these measures in the holding of the AGM.

In order to ensure that our AGM may proceed on Friday, 18 June 2021 in compliance with the COVID-19 Measures, arrangements have been made for a quorum of two shareholders only to be present at our AGM this year. On this basis, the Board has concluded that as long as the COVID-19Measures remain in force, shareholders must not attend the AGM in person this year and, instead, should submit proxy votes as described below. In compliance with the COVID-19 Measures, it is expected that no members of the Board will attend the AGM in person.

In these extraordinary times shareholders should also understand that, whilst the COVID-19 Measures remain in force, any other shareholder who travels to attend the AGM in person will be denied access. It is therefore even more important than usual that all shareholders cast their vote by proxy in advance of the AGM. This can be done electronically in accordance with the instructions below, or by returning the enclosed form of proxy. I would strongly encourage you to vote electronically if you can. Shareholders should appoint the chair of the AGM as their proxy. If a shareholder appoints someone else as a proxy, that proxy will not be able to attend the AGM in person and cast the shareholder's vote.

The situation remains fluid and UK government advice and measures are being updated and refreshed frequently. Accordingly, it could become necessary to change the date, time or location of the AGM. In addition, if the COVID-19 Measures are relaxed or removed prior to the AGM, shareholders may be permitted to attend the AGM. If such a change is made, we will: announce the change in advance; issue, where possible and if applicable, an updated notice of the date, time and place of the rearranged AGM; and provide such details and information on how to participate by press release posted on our website and filed with the US Securities and Exchange Commission, as well as, in accordance with our articles of association, by publication in at least two national newspapers published in the United Kingdom.

Shareholder questions

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Chairman's letter cont'd

Shareholders can submit questions for the Board in advance of the AGM to Julia Wilson, of our corporate communications team, at [e-mail]. The Board will endeavour, where appropriate, to answer such questions by publishing responses on the Company's website (http://www.autolus.com/investor-relations/news-and-events/agm)as soon as practicable following the conclusion of the AGM.

Business of the AGM

Due to the extraordinary circumstances related to the coronavirus pandemic, the business conducted at the AGM will be limited, and is made up of resolutions that we regularly bring to shareholders. For a more robust update on the Company's business, and full details of the fiscal period in review, you should consult the Company's annual accounts for the year ended 31 December 2020 and the associated reports of the Directors and auditors and also the Company's 2020 Annual Report on Form 20-F, which can be found at www.autolus.com.

Recommendation

The formal notice of AGM is set out on pages 5 - 6 of this notice and an explanation of each of the resolutions to be considered at the AGM may be found on pages 7 - 9 of this notice. Your Directors consider that all of the resolutions that are being proposed to the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its shareholders as a whole.

Accordingly, your Directors unanimously recommend that you vote in favour of the resolutions as each of the Directors with personal holdings of shares in the Company intends to do in respect of their own beneficial holdings of shares.

Your votes do matter. Information about how to vote is given on pages 10 - 12 of this notice. In order to comply with the COVID-19 Measures, please vote your shares by appointing the chair of the AGM as your proxy.

Thank you for your ongoing support of Autolus.

Yours faithfully,

Martin Murphy

Non-Executive Chairman

19 May 2021

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Notice of 2021 Annual General Meeting

Notice is hereby given that the 2021 Annual General Meeting of Autolus Therapeutics plc will be held at Forest House, 58 Wood Lane, London W12 7RZ on Friday, 18 June 2021 commencing at 1:00 p.m. (British Summer Time), for the transaction of the following business.

This notice is being sent to you because, as of Friday, 14 May 2021 (being the latest practicable date before publication of this notice), you are registered as a holder of ordinary shares in the register of members of the Company. However, this notice will also be made available to holders of ADSs and contains information relevant to holders of ADSs.

All resolutions to be considered at the AGM will be proposed as ordinary resolutions. That means that for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution. The Company's Board considers that all resolutions to be considered at the AGM are in the best interests of the Company and its shareholders and are most likely to promote the success of the Company for the benefit of its shareholders as a whole and recommends that you vote in favour of such resolutions.

You can order a paper copy of this notice or any other company report at www.autolus.com.

Ordinary resolutions

Resolution 1

Report and accounts

To receive and adopt the Company's accounts for the financial year ended 31 December 2020 and the associated reports of the Directors and auditors (the "2020 Annual Report and Accounts"). See the notes on page 7.

Resolution 2

Directors' remuneration report

To approve the Directors' remuneration report set out on pages 18 to 42 (inclusive) of the 2020 Annual Report and Accounts. See the notes on page 7.

Resolution 3

Reappointment of auditors and determination of auditors' remuneration

To re-appoint Ernst & Young LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the AGM of the Company to be held in 2022 and to authorise the Directors to determine the auditors' remuneration. See the notes on page 7.

Resolution 4

Director re-election

To re-elect Ms. L Bain as a Director. See the notes on pages 7 - 8 and the biography of Ms. L Bain on page 8.

Resolution 5

Director re-election

To re-elect Ms. C Butitta as a Director. See the notes on pages 7 - 8 and the biography of Ms. C Butitta on pages 8 - 9.

Resolution 6

Director re-election

To re-elect Dr. C Itin as a Director. See the notes on pages 7 - 8 and the biography of Dr. C Itin on page 9.

The results of the polls taken on the resolutions at the AGM and any other information required by the Companies Act 2006 will be made available on the Company's website

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