On January 31, 2024, Mr. Rishi Gupta resigned as a non-executive director of the Board of Directors (the ?Board?) of Verona Pharma plc (the ?Company?), effective as of January 31, 2024. Mr. Gupta?s resignation was not the result of any disagreement with the Company on any matter relating to the Company?s operations, policies and practices. On January 31, 2024, the Board appointed Michael Austwick as a non-executive director, effective as of February 1, 2024 (the ?Appointment Date?).

As a non-executive director, Mr. Austwick will receive a £40,000 annual retainer for his service on the Board. On the Appointment Date, Mr. Austwick received an award of an option to purchase 144,000 Ordinary Shares of the Company (represented by 18,000 American Depositary Shares, each of which represents eight (8) Ordinary Shares of the Company) (the ?Initial Award?). The Initial Award has an exercise price equal to $18.35 per American Depositary Share (equivalent to $2.29 per Ordinary Share), the fair market value of an American Depositary Share on January 31, 2024, and will vest and become exercisable as to one-third of the options on February 1, 2025 and the remaining options vesting in equal quarterly installments over the two years thereafter, subject to Mr. Austwick?s continued service on the Board through each such vesting date.

In connection with his appointment, Mr. Austwick entered into the Company?s standard letter of appointment for non-executive directors and also entered into the Company?s standard director deed of indemnity.