BenevolentAI

AGM Information • Apr 11, 2022

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Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

ODYSSEY OBTAINS SHAREHOLDER APPROVAL AND CONCLUDES REDEMPTION PERIOD, PAVING THE WAY FOR ITS BUSINESS COMBINATION WITH BENEVOLENTAI

• Today, 91.89% of shareholders voting at the EGM voted in favour of the business combination with BenevolentAI
• The combined company is expected to receive approximately €225m of cash at the closing

LUXEMBOURG AND AMSTERDAM – 11 April 2022 – Odyssey Acquisition S.A. ("Odyssey"), a Euronext Amsterdam-listed special-purpose acquisition company, announces that today 91.89% of shareholders voting at the EGM called to, among other things, approve the proposed business combination between Odyssey and BenevolentAI Limited ("BenevolentAI"), a leading clinical-stage AIenabled drug discovery company (the "Transaction"), voted to approve the Transaction, thereby satisfying the corresponding closing condition under the business combination agreement entered into between Odyssey and BenevolentAI, as amended (the "BCA"). The redemption rate was approximately 83.8%.

The combined company is expected to receive approximately €225m of cash at the closing. Such amount of cash satisfies the minimum cash condition agreed upon by Odyssey and BenevolentAI under the BCA.

BenevolentAI intends to use the proceeds from the Transaction to accelerate the development of its clinical pipeline, continue investing in its technology platform, consolidate its position in AI-enabled drug discovery and deliver multiple value inflection points in the near future.

Today's EGM also approved, effective upon the closing of the Transaction, the renaming of Odyssey to BenevolentAI and the appointment of Dr. François Nader as chair of the board of directors and Baroness Joanna Shields, Dr. Olivier Brandicourt, Jean Raby, Kenneth Mulvany, Dr. John Orloff, Sir Nigel Shadbolt, Dr. Ann Jacqueline Hunter and Michael Brennan as members of the board of directors.

The results of the votes of the EGM will be posted shortly on https://odyssey-acquisition.com/investorrelations/ where the full documentation regarding the EGM is available.

Michael Zaoui, Chairman of Odyssey, said: "Odyssey wishes to express its gratitude to all of its shareholders for their support and confidence. Odyssey's joint future with BenevolentAI marks the next exciting phase of its year-old history. We are convinced BenevolentAI offers superior growth prospects in a sector with high potential under the leadership of an outstanding board, which will also include Jean Raby, Odyssey's current Co-CEO, and Dr. Olivier Brandicourt, a current adviser to Odyssey."

Dr. Olivier Brandicourt, healthcare expert to Odyssey, said: "I am honoured to join the board of BenevolentAI. Since the announcement of the combination of Odyssey and BenevolentAI, I have had the opportunity to observe the progress made by BenevolentAI, notably in expanding its collaboration with AstraZeneca, and I am confident in the ability of BenevolentAI to sustainably generate a pipeline of first- and best-in-class programmes and to become a key player in the global drug discovery sector."

Baroness Joanna Shields, CEO of BenevolentAI, said: "We are excited to begin the next chapter of BenevolentAI, and we are grateful to Odyssey for their support and partnership. This listing and the resulting capital will enable us to advance our pipeline of drug programmes generated by our AI-enabled Benevolent Platform™ and accelerate the development of our technology, further consolidating our position among the leading companies in this dynamic sector."

The Transaction remains subject to the satisfaction or waiver of certain other customary closing conditions and is expected to close by the end of April 2022.

ENDS

ABOUT BENEVOLENTAI

BenevolentAI is a leading, clinical-stage AI-enabled drug discovery company. Through the combined capabilities of its AI platform, scientific expertise and wet-lab facilities, BenevolentAI is well-positioned to deliver novel drug candidates with a higher probability of clinical success than those developed using traditional methods. BenevolentAI has a consistently proven track-record of scientifically validated discoveries. The Benevolent Platform™ powers a growing in-house pipeline of over 20 drug programmes, spanning from target discovery to clinical studies, and it maintains successful commercial collaborations with leading pharmaceutical companies. BenevolentAI is headquartered in London, with a research facility in Cambridge (UK) and a further office in New York.

ABOUT ODYSSEY

Odyssey is a special-purpose acquisition company incorporated in Luxembourg for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with a European business with principal activities in healthcare or TMT. On 6 July 2021, Odyssey raised €300m for this purpose in its initial public offering. Odyssey is led by Chairman Michael Zaoui, co-CEOs Yoël Zaoui and Jean Raby, alongside industry experts Dr. Olivier Brandicourt and Michel Combes.

ADVISORS

Goldman Sachs International is serving as financial advisor to BenevolentAI in connection with the Transaction. Goldman Sachs International is also acting as placement agent on the PIPE. Latham & Watkins (London) LLP, NautaDutilh Avocats Luxembourg S.a r.l. and NautaDutilh N.V. are serving as legal advisors to BenevolentAI.

J.P. Morgan SE and Zaoui & Co are serving as financial advisors to Odyssey. J.P. Morgan SE is also acting as placement agent on the PIPE. Skadden, Arps, Slate, Meagher & Flom (UK) LLP, ELVINGER HOSS PRUSSEN, société anonyme and Stibbe N.V. are serving as legal advisors for Odyssey.

Linklaters LLP is serving as legal advisor to the placement agents on the PIPE.

Contacts for BenevolentAI:

Media: Rajin Kang - VP Communications rajin.kang@benevolent.ai

Brunswick Group: Charles Pretzlik / Diana Vaughton / Ayesha Bharmal / Samantha Chiene BenevolentAI@brunswickgroup.com +44 (0) 20 7404 5959

Investors: Fleur Wood – Head of Investor Relations fleur.wood@benevolent.ai investors@benevolent.ai

Contacts for Odyssey Acquisition:

info@odyssey-acquisition.com

DISCLAIMER:

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Odyssey (the "Securities") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The Securities have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan, subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. An investment decision regarding the Securities should only be made on the basis of the prospectus, which will be published promptly upon approval by the Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and will be available free of charge on the Odyssey website.

This announcement does not constitute a prospectus. Odyssey has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, BenevolentAI's or Odyssey's beliefs, intentions and current targets/aims concerning, among other things, BenevolentAI's or Odyssey's or their respective groups' results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; lease-up potentials; economic outlook and industry trends; developments of BenevolentAI's or Odyssey's or their respective groups' markets; the impact of regulatory initiatives; and the strength of BenevolentAI or Odyssey or any other member of their respective groups' competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in BenevolentAI's or Odyssey's records (and those of other members of its group) and other data available from third parties. Although BenevolentAI and Odyssey believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond BenevolentAI's and Odyssey's control.

Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of BenevolentAI or Odyssey and other members of their respective groups or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this release. BenevolentAI and Odyssey expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in their expectations with regard

thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.