PureTech Health : Shareholder Circular regarding Proposed Tender Offer

THIS CIRCULAR AND ANY ACCOMPANYING TENDER FORM AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or about what action to take, you should immediately seek your own professional advice from your stockbroker, bank, fund manager, solicitor, accountant or other appropriately qualified independent financial advisor authorised under the Financial Services and Markets Act 2000, as amended, if you are taking advice in the United Kingdom or, if you are resident in another jurisdiction, from another appropriately authorised independent financial or professional advisor. All Shareholders are advised to consult their professional advisors regarding their own tax position.

If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Ordinary Shares before 1:00 p.m. (London time) on Thursday 20 June 2024 or ADSs before 5:00 p.m. (New York City time) on Tuesday 18 June 2024, please send this Circular as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you sell or otherwise transfer, or have sold or otherwise transferred, only part of your holding of Ordinary Shares or ADSs, you should retain this Circular and the accompanying documentation, and you should consult with the bank, stockbroker or other agent through whom the sale or transfer was effected. If you receive this document as a purchaser or transferee of Ordinary Shares, please contact the Receiving Agent for a Tender Form and for a Form of Proxy. If you receive this document as a purchaser or transferee of ADSs, please contact the Information Agent for details on how to participate in the Tender Offer and the Depositary for details on how to vote in the General Meeting.

Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this Circular to any jurisdiction outside the UK or the United States should seek appropriate advice before taking any action. The distribution of this Circular and any accompanying documents into jurisdictions other than the UK or the United States may be restricted by law. Any person not in the UK or in the United States into whose possession this Circular and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, email and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction where the mailing of this Circular or the accompanying documents, or the extension of the Tender Offer, in the manner contemplated by this Circular into or inside such jurisdiction would constitute violation of the laws of such jurisdiction ("Restricted Jurisdiction"). Copies of this Circular and the Tender Form are not being and must not be mailed or otherwise distributed or sent in or into any Restricted Jurisdiction, including to Shareholders with registered addresses in these jurisdictions or to persons whom the Company or Jefferies International Limited ("Jefferies") know to be trustees, nominees or custodians holding Ordinary Shares (including Ordinary Shares represented by ADSs) for such persons.

Neither Ordinary Shares nor ADSs may be tendered in the Tender Offer by guaranteed delivery.

PureTech Health plc

Incorporated in England and Wales with registered number 09582467

PROPOSED CAPITAL RETURN OF $100 MILLION TO SHAREHOLDERS BY WAY OF A TENDER OFFER FOR UP TO 33,500,000 ORDINARY SHARES (INCLUDING ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES) AT 250 PENCE PER ORDINARY SHARE

AND

NOTICE OF GENERAL MEETING

The return of cash to Shareholders is being implemented by way of a tender offer for the Ordinary Shares to be made by Jefferies acting as principal and on the terms and subject to the Tender Conditions referred to in this Circular. ADS Holders may participate in the Tender Offer by tendering ADSs, which will be deemed an instruction to the Tender Agent to cause the Custodian for the Depositary to tender the Ordinary Shares underlying the tendered ADSs. In the United States, Jefferies LLC, the registered US broker-dealer affiliate of Jefferies, is also participating in the Tender Offer as required by US law. Jefferies and the Company have entered into the Option Agreement pursuant to which Jefferies has the right to require the Company to purchase from Jefferies the Ordinary Shares (including Ordinary Shares represented by ADSs) purchased by it under the Tender Offer, at the Tender Price. If Jefferies does not exercise its right to require the Company to purchase such Ordinary Shares (including Ordinary Shares represented by ADSs), the Company has the right to require Jefferies to sell such Ordinary Shares (including Ordinary Shares represented by ADSs) to it at the Tender Price.

Holders of Ordinary Shares and ADS Holders should read the whole of this Circular carefully. Your attention is drawn to the letter from the Chair of the Company which is set out in Part III of this Circular and which contains the recommendation from the Board that you vote in favour of the resolutions to be proposed at the General Meeting referred to below. The attention of ADS Holders is drawn to Part VIII of this Circular as it contains important information specifically in respect of tendering ADSs. Part IV and Part V of this Circular relate to Ordinary Shares. Except as set forth in Part VIII of this Circular or as otherwise expressly noted, Part IV and Part V of this Circular do not apply directly to ADSs or to the tender of ADSs. However, as a tender of ADSs will be deemed an instruction to the Depositary to cause the Custodian to tender the Ordinary Shares underlying tendered ADSs, Part IV and Part V of the Circular contain information relevant to ADS Holders as well as Ordinary Shareholders. A summary of the action to be taken by Shareholders is set out in paragraph 11 of Part III of this Circular and in the accompanying Notice of General Meeting.

None of the Company, its Directors, officers, employees or advisors or their respective affiliates makes any recommendation to any Shareholder whether to tender or refrain from tendering any or all of its, his or her Ordinary Shares (including Ordinary Shares represented by ADSs) in the Tender Offer and none of them has authorised any person to make any such recommendation. Shareholders are urged to evaluate carefully all information in this Circular and the Tender Form, consult their own investment and tax advisors and make their own decisions as to whether to tender Ordinary Shares (including Ordinary Shares represented by ADSs), and, if so, the number of Ordinary Shares to tender.

The Tender Offer in respect of Ordinary Shares will open on Monday 20 May 2024 and, subject to the passing of the Resolution at the General Meeting, will close at 1:00 p.m. (London time) on Thursday 20 June 2024, unless extended by means of an announcement posted on the Company's website, delivered through a Regulatory Information Service and by a press release in the US and filed with the SEC. Shareholders who hold their Ordinary Shares in Certificated Form wishing to tender Ordinary Shares for purchase under the Tender Offer should ensure that their completed and signed Tender Forms, including with their share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered, are returned by post to the Receiving Agent at the Pavilions, Bridgewater Road, Bristol, BS99 6AH so as to be received by no later than 1:00 p.m. (London time) on Thursday 20 June 2024. If you hold Ordinary Shares in Uncertificated Form (that is, in CREST) and wish to tender any such Ordinary Shares for purchase by Jefferies under the Tender Offer, you must make your tender electronically through CREST on or after Monday 20 May 2024 and so that the relevant TTE Instruction settles by no later than 1:00 p.m. (London time) on Thursday 20 June 2024.

The Tender Offer in respect of ADSs will open on Monday 20 May 2024 and, subject to the passing of the Resolution at the General Meeting, will close at 5:00 p.m. (New York City time) on Tuesday 18 June 2024 unless extended by means of an announcement posted on the Company's website, delivered through a Regulatory Information Service and by a press release in the US and filed with the SEC. ADS Holders who hold their ADSs on the books of the Depositary who wish to participate in the Tender Offer should ensure that their completed Letter of Transmittal is returned by post or by hand (during normal business hours only) to the Tender Agent, at the address on the Letter of Transmittal by no later than 5:00 p.m. (New York City time) on Tuesday 18 June 2024. Any ADS Holder who holds their ADSs through a bank, broker or other nominee should contact such bank, broker or nominee in order to determine the procedures required to be followed in order to tender any ADSs in the Tender Offer.

Any financial institution that is a participant in any of DTC's systems may make book-entry delivery of ADSs by causing DTC to transfer such ADSs into the Tender Agent's account at DTC in accordance with DTC's procedure for such transfer.

Neither Ordinary Shares nor ADSs may be tendered in the Tender Offer by guaranteed delivery.

Shareholders will be entitled to validly submit tenders for some or all their Ordinary Shares (including Ordinary Shares represented by ADSs) held by them at the Tender Price.

The Offer qualifies as a "Tier II" offer in accordance with Rule 14d-1(d) under the Exchange Act and, as a result, is exempt from certain provisions of Regulation 14E under the Exchange Act or otherwise applicable US statutes and rules relating to tender offers. US and English law and practice relating to tender offers are different in certain material respects. The Company intends to rely on the Tier II exemption from Rule 14e-1(c) on prompt payment where it will follow English law and practice.

The Tender Offer is conditional on approval from Shareholders of certain matters, which is being sought at the General Meeting. The Notice of General Meeting to be held at 6 Tide Street, Boston, Massachusetts, 02210, United States at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on Thursday 6 June 2024 is set out at the end of this Circular. While Shareholders will be able to attend the General Meeting in person, Shareholders are encouraged to vote via proxy in advance of the General Meeting, appointing the "Chair of the Meeting" as proxy to ensure that their vote is counted. Any changes to the General Meeting arrangements will be communicated to Shareholders before the meeting through the Company's website (www.puretechhealth.com) and, where appropriate, by a Regulatory Information Service announcement.

Save where Shareholders have opted to register proxy appointments electronically, a Form of Proxy to be used in connection with the General Meeting is enclosed with this Circular. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post but, in any event, so as to be received by the Company's Registrar at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, by not later than 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on Tuesday 4 June 2024 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting). If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, Computershare Investor Services (CREST Participant ID 3RA50), so that it is received by not later than 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on Tuesday 4 June 2024 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting). Proxy appointments may also be submitted electronically at www.investorcentre.co.uk/eproxy or by using the QR Code printed on the Form of Proxy so that the appointment is received by not later than 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on Tuesday 4 June 2024 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy, electronic proxy application or the submission of a CREST Proxy Instruction, will not preclude you from attending and voting in person (in substitution for your proxy vote) at the General Meeting, or any adjournment thereof, if you wish to do so and are so entitled.

If you do not wish to tender any of your Ordinary Shares, do not complete, sign or return a Tender Form or send any TTE Instructions through

CREST.

No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Circular shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Circular or that the information in it is correct as of any subsequent time.

Jefferies, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom ("FCA"), is acting exclusively for the Company as financial advisor and broker in connection with the Tender Offer and the production of this Circular and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Tender Offer or any other matters set out in this Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies under the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder: (i) neither Jefferies or any persons associated or affiliated with Jefferies accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this Circular and any accompanying documents, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the Directors, in connection with the Company and/or the Tender Offer; and (ii) Jefferies accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this Circular or any such statement.

This Circular is a circular relating to the Tender Offer which has been prepared in accordance with the Listing Rules made under section 73A of FSMA and approved by the FCA.

NOTICE FOR US SHAREHOLDERS AND ADS HOLDERS

The Tender Offer relates to securities in a non-US company registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects.

Holders of Ordinary Shares (but not ADS Holders in respect of their holdings of ADSs) who are located in the United States who wish to participate in the Tender Offer must follow the instructions set out in Part V of this Circular.

For ADS Holders, the instructions set out in Part V as to participation in the Tender Offer do not apply. ADS Holders should refer to the instructions in Part VIII in order to participate in the Tender Offer.

ADS Holders will not be provided with the Form of Proxy. If you are an ADS Holder who holds ADSs through a bank, broker or other nominee who wishes for the Depositary to vote your ADSs at the General Meeting, you may provide your voting instructions in accordance with such bank, broker or other nominee's voting procedures and requirements. If you are an ADS Holder who holds ADSs on the books of the Depositary who wishes for the Depositary to vote your ADSs at the General Meeting, you may provide your voting instructions to the Depositary by sending in a completed voting instruction card, as described on such card. In each case, voting instructions must be received by the Depositary by 10:00 a.m. (New York City time) on Friday 31 May 2024.

In accordance with normal market practice in the UK and pursuant to Rule 14e-5(b)(12) under the Exchange Act, the Company or its nominees or brokers or Jefferies or its affiliates may from time to time make certain purchases of, or arrangements to purchase Ordinary Shares outside the United States, otherwise than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase will comply with all applicable rules in the UK, including the Listing Rules of the FCA and the Admission and Disclosure Standards of the London Stock Exchange. Any information about such purchases will be disclosed as required in the UK and the US and, if required, will be reported via a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the US, the right to tender Ordinary Shares is not being made available in any jurisdiction in the US in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

If you are an ADS Holder or Ordinary Shareholder, bank, broker or institutional holder in the United States and have questions on how you can participate in the Tender Offer, please call the Information Agent at ([phone] (toll free from the US), from 9:00 a.m. to 8:00 p.m. (New York City time) Monday to Friday, and Saturday from 10:00 a.m. to 2:00 p.m. (New York City time). Please note that the Information Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

There may be tax consequences arising in connection with a Shareholder's or ADS Holder's sale of Ordinary Shares or ADSs in the Tender Offer or receipt of the Special Dividend (if any). Part VI of this Circular further sets out a general summary of certain material US federal income tax consequences and UK tax consequences of the Tender Offer and the Special Dividend (if any) under current US and UK tax law. Each Shareholder and ADS Holder should consult and seek individual advice from an appropriate professional advisor with respect to the tax consequences to them.

This document has not been approved, disapproved or otherwise recommended by the SEC or any US state securities commission and such authorities have not approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the US.

20 May 2024

FORWARD LOOKING STATEMENTS

This Circular contains forward-looking statements that are subject to assumptions, risks and uncertainties associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Company operates.

Forward-looking statements can be identified typically by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "predicts" or "anticipates", as well as the negatives of such words and other words of similar meaning in connection with discussions of future operating or financial performance or of strategy that involve risks and uncertainties.

The forward-looking statements in this Circular are made based upon the Company's expectations and beliefs concerning future events affecting the Group and therefore involve a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which it will operate, which may prove not to be accurate. The forward-looking statements are not guarantees and actual results could differ materially from those expressed or implied in these forward-looking statements; therefore, undue reliance should not be placed on such forward-looking statements.

You are cautioned not to place any undue reliance on the forward-looking statements contained in this Circular which speak only as at the date of this Circular. Neither the Company nor any member of the Group undertakes any obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by any applicable laws and regulations, the Prospectus Regulation Rules, the Listing Rules, the rules of the London Stock Exchange, the Disclosure Guidelines and Transparency Rules, the Takeover Code, any applicable US securities laws and the rules of the NASDAQ Global Market.

Information on the SEC's website or any other website is not incorporated by reference into this Circular and does not constitute a part of the Tender Offer unless specifically so designated and filed with the SEC.

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CORPORATE DETAILS AND ADVISORS

Secretary and Registered Office	C/O TMF Group
	13th Floor One Angel Court
	London
	EC2R 7HJ
	United Kingdom
Board of Directors	Raju Kucherlapati (Non-Executive Interim Chair)
	Bharatt Chowrira (Chief Executive Officer)
	Sharon Barber-Lui(Independent Non-Executive Director)
	John LaMattina (Independent Non-Executive Director)
	Robert Langer (Non-Executive Director)
	Kiran Mazumdar-Shaw(Independent Non-Executive Director)
Financial Advisor and Corporate Broker	Jefferies International Limited
	100 Bishopsgate
	London EC2N 4JL
	United Kingdom
Company's Auditor	PricewaterhouseCoopers LLP
	3 Forbury Place, 23 Forbury Road
	Reading RG1 3JH
	United Kingdom
Company's Registrar / Receiving Agent	Computershare Investor Services PLC
	The Pavilions, Bridgwater Road
	Bristol BS99 6AH
	United Kingdom
	[phone]
Information Agent	Georgeson LLC
	1290 Avenue of the Americas, 9th Floor
	New York, NY 10104
	United States
	([phone] (toll free number)
Tender Agent	Citibank, N.A.
	388 Greenwich Street
	New York, New York
	10013
	United States

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	TABLE OF CONTENTS
		page
PART I	SUMMARY TERM SHEET	3
PART II	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
PART III	LETTER FROM THE CHAIR	6
PART IV	QUESTIONS AND ANSWERS ON THE TENDER OFFER	15
PART V	TERMS AND CONDITIONS OF THE TENDER OFFER IN RESPECT OF
	ORDINARY SHARES	21
PART VI	CERTAIN TAXATION CONSIDERATIONS IN RELATION TO THE TENDER
	OFFER AND ANY SPECIAL DIVIDEND	36
PART VII	ADDITIONAL INFORMATION	49
PART VIII	FURTHER INFORMATION FOR ADS HOLDERS	55
PART IX	DEFINITIONS	66
PART X	NOTICE OF GENERAL MEETING	72

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WHERE TO FIND HELP

You will find answers to some of the questions most frequently asked by shareholders about tender offers and the procedure for participating in the Tender Offer in Part IV of this Circular.

If you have any further questions on how you can participate in the Tender Offer in respect of Ordinary Shares, please use the following means of communication:

• by calling the Company's Registrar's Helpline, 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 8:30 a.m. and 5:30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales; or
• by writing to the Company's Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6AH.

ADS Holders should also review Part VIII as it contains important information specifically in respect of tendering ADSs.

If you are an ADS Holder, an Ordinary Shareholder, bank, broker or institutional holder in the United States and have questions on how you can participate in the Tender Offer, please call the Information Agent at ([phone] (toll-free from the US) and ([phone] (from other countries) from 9:00 a.m. to 8:00 p.m. (New York City time) Monday through Friday, and Saturday from 10:00 a.m. to 2:00 p.m. (New York City time).

Please note that for legal reasons the Receiving Agent and the Information Agent will only be able to provide information contained in this Circular and the accompanying Tender Form or Letter of Transmittal and will be unable to give advice on the merits of the Tender Offer or to provide legal, financial, investment or taxation advice and calls may be recorded and monitored for security and training purposes.

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NOTICE FOR US SHAREHOLDERS AND ADS HOLDERS

Holders of Ordinary Shares (but not ADS Holders in respect of their holdings of ADSs) who are located in the United States who wish to participate in the Tender Offer must follow the instructions set out in Part V of this Circular.

For ADS Holders, the instructions set out in Part V as to participation in the Tender Offer do not apply. ADS Holders should refer to the instructions in Part VIII in order to participate in the Tender Offer.

If you are an ADS Holder, an Ordinary Shareholder, bank, broker or institutional holder in the United States and have questions on how you can participate in the Tender Offer, please call the Information Agent at ([phone] (toll-free from the US) and ([phone] (from other countries) from 9:00 a.m. to 8:00 p.m. (New York City time) Monday through Friday, and Saturday from 10:00 a.m. to 2:00 p.m. (New York City time).

Please note that for legal reasons the Information Agent will only be able to provide information contained in this Circular and the accompanying Tender Form and Letter of Transmittal and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice. If you need additional copies of this Circular or the Letter of Transmittal (or the Tender Form for Ordinary Shares in the United States), please contact our Information Agent.

For illustrative purposes only, this Circular contains translations of certain pounds sterling amounts into US dollars or US$ at a rate of £1.00 to US$1.2671 (being the rate on the Latest Practicable Date). The translations should not be construed as representations that the converted amounts actually represent such pounds sterling amounts or that US dollar amounts could be converted into pounds sterling at the rate indicated above.

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PART I

SUMMARY TERM SHEET

This general summary is solely for the convenience of Shareholders and is qualified in its entirety by reference to the full text and more specific details in this Circular. Shareholders are urged to read the entire Circular in its entirety as it contains a complete discussion of the Tender Offer.

• The Tender Offer: Subject to the terms and conditions of the Tender Offer, the Company hereby offers to purchase for cash a maximum of US$100 million in value of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Company, without interest, less any applicable withholding taxes, with such purchases to be made by Jefferies, acting as principal, pursuant to the terms and conditions herein. If the full US$100 million is not returned through the Tender Offer, then, if there is sufficient surplus, the Board intends to return such surplus by way of a Special Dividend, without interest, less any applicable withholding taxes.
• Closing Dates: The Tender Offer commences on Monday 20 May 2024. The Tender Offer for (i) the Ordinary Shares will expire at 1:00 p.m. (London time) on Thursday 20 June 2024, and (ii) the ADSs will expire at 5:00 p.m. (New York City time) on Tuesday 18 June 2024, unless the Tender Offer is extended. If a broker, dealer, commercial bank, trust company or other nominee holds your Ordinary Shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. The Company urges you to contact the broker, dealer, commercial bank, trust company or other nominee to find out the nominee's deadline.
• Number of Ordinary Shares to be Purchased; Tender Price: The Company is offering to purchase up to 33,500,000 Ordinary Shares (including Ordinary Shares represented by ADSs) at a price of 250 pence per Ordinary Share (equivalent to £25.00 per ADS) up to a maximum aggregate amount of US$100 million. The maximum amount of $100 million will be translated into a pounds sterling amount on the Ordinary Share Closing Date, which pounds sterling amount shall determine the maximum number of Ordinary Shares to be accepted for payment in the Tender Offer. The Tender Price represents a premium of 25 per cent to PureTech's trailing volume weighted average price per Ordinary Share over the three days prior to 19 March 2024, the date of PureTech's initial announcement of the Tender Offer proposals and a premium of 12.6 per cent. to the closing price of 222 pence per Ordinary Share on the Latest Practicable Date.
• Procedures for Tendering Ordinary Shares: For holders of Ordinary Shares, details of the procedures for tendering and settlement of Ordinary Shares are set out in Part V of the Circular or you may contact the Receiving Agent for assistance. For holders of Ordinary Shares, the instructions set out in Part VIII of the Circular as to participation in the Tender Offer do not apply.
• Procedures for Tendering ADSs: For ADS Holders, details of the procedures for tendering and settlement of ADSs are set out in Part VIII of the Circular or you may contact the Information Agent for assistance. For ADS Holders, the instructions set out in Part V of the Circular as to participation in the Tender Offer do not apply.
• Currency of Payment: The Tender Price will be denominated in pounds sterling (£) and payments of amounts owing to holders of tendered Ordinary Shares will be made in pounds sterling (£) and for holders of tendered ADSs payment will be made in US dollars ($) in accordance with Part VIII. For illustrative purposes only, this Circular contains translations of certain pounds sterling amounts into US dollars or US$ at a rate of £1.00 to US$1.2671 (being the rate on the Latest Practicable Date).
• Terms and Conditions of the Offer: The obligation of the Company to effect the purchase of all tendered Ordinary Shares (including Ordinary Shares represented by ADSs) under the Tender Offer is subject to the terms and conditions described in Section 2.1 of Part V of the Circular.
• Withdrawal Rights: Tenders in respect of Ordinary Shares may be withdrawn at any time until 1:00 p.m. (London time) on Thursday 20 June 2024 (or such later date and time as may be notified by the Company). Tenders in respect of ADS may be withdrawn at any time until 5:00 p.m. (New York City time) on Tuesday 18 June 2024 (or such later date and time as may be notified by the Company).
• Position of the Company, its Directors, Jefferies, the Receiving Agent or the Information Agent: None of the Company, the Board of Directors, Jefferies, the Receiving Agent, the Information Agent or any of their respective affiliates, is making any recommendation to you as to whether you should tender your Ordinary Shares (including Ordinary Shares represented by ADSs) in the Tender Offer. You must make your own decision as to whether to tender your Ordinary Shares in the Tender Offer. Shareholders are

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strongly urged to review and evaluate carefully all information in this Circular, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to tender their Ordinary Shares (including Ordinary Shares represented by ADSs) in the Tender Offer.

• Tax Considerations: Shareholders should carefully consider the income tax consequences of accepting the Tender Offer and receipt of the Special Dividend (if any). See Part VI of the Circular, for details concerning certain material UK tax consequences and US federal income tax consequences. Shareholders should consult their tax advisors.
• Further Information: For further information regarding the Tender Offer, Shareholders may contact the Receiving Agent or the Information Agent or consult their own brokers. The contact information for the Receiving Agent and Information Agent is set out under "Corporate Details and Advisors" on page ii of this Circular.

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