THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains proposals relating to the reconstruction and voluntary winding up of Arix Bioscience plc (the "Company") on which you are being asked to vote. If you are in any doubt about the Scheme, the contents of this document, or as to the action you should take, you are recommended to seek your own independent financial, tax and legal advice immediately from your stockbroker, bank, manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise transferred all of your Shares in the Company, you should send this document together with any accompanying documents (but not the accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or the transferee. If you have sold or otherwise transferred only part of your holding of Shares, you should retain these documents. If you have recently purchased or otherwise acquired any Shares in certificated form, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Equiniti (the "Registrars") to obtain a personalised Form of Proxy.

The release, publication or distribution of this document and the accompanying documents in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions. Therefore, persons into whose possession these 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. Shareholders who are resident in, or citizens of, territories outside the United Kingdom, should read the section headed "Overseas Shareholders" in Part III of this document.

Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the Company and RTW Biotech Opportunities Ltd disclaim any responsibility or liability for the violation of such restrictions by such persons. Neither this document nor any of the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

ARIX BIOSCIENCE PLC

(Incorporated in England and Wales with Registered No. 09777975)

RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND VOLUNTARY WINDING UP OF THE COMPANY AND NOTICE OF GENERAL MEETING

This document should be read in conjunction with the RTW Bio Prospectus relating to RTW Biotech Opportunities Ltd published on or around the date of this document in connection with the issue of new shares in the capital of RTW Bio pursuant to the Scheme. Your attention is drawn to Part V of this document which summarises the risk factors associated with the Scheme. However, this document should be read in its entirety, together with the accompanying Form of Proxy, before deciding what action you should take. Your attention is further drawn to the letter from the Chairman of the Company in Part I of this document which contains, among other things, the recommendation of the Special Committee that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings referred to below.

Capitalised words and phrases used in this document shall have the meanings given to them in Part VII of this document.

Notice of the First General Meeting to be held at 10.00 a.m. on 29 January 2024 is set out at the end of this document. The First General Meeting will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ. The notice convening the Second General Meeting will be posted as soon as possible after approval from the FCA for the change of control in respect of the Share Purchase. The expected timetable of principal events associated with the Scheme is provided on page 3 of this document.

The action to be taken by Shareholders in respect of the First General Meeting is set out on page 1 of this document. Whether or not you intend to be present at the First General Meeting, please complete and sign the Form of Proxy accompanying this document in accordance with the instructions set out on it and return to the Registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing,

West Sussex, BN99 6DA as soon as possible, and, in any event, so as to be received not later than 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting). Any Form of Proxy returned by fax will not be accepted.

If you hold your Shares in uncertificated form through CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual (please also refer to the accompanying notes to the Notice of the First General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participant ID RA19) must be received by Equiniti not later than 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting). The return of a completed Form of Proxy or the submission of a proxy via CREST will not prevent you from attending the First General Meeting and voting in person if you so wish and if you are entitled to do so.

If you have any questions about this document or the General Meetings or are in any doubt as to how to complete the Form of Proxy, please call the Registrars between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 384 2050 from within the UK (or on +44 (0)371 384 2050 if calling from outside the UK). The helpline cannot provide advice on the merits of the Scheme or give any financial, legal or tax advice. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Scheme and will not be responsible to anyone other than Company for providing the protections afforded to clients of Jefferies or for providing advice in relation to the Scheme, the contents of this document and the accompanying documents or any other matter referred to herein. Neither Jefferies nor any of its group undertakings or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Scheme, this document or any matter referred to herein.

Dated: 5 January 2024

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document (including the information incorporated by reference into this document) includes forward-looking statements. These forward-looking statements can typically be identified by the use of forward-looking terminology, including, but not limited to, terms such as "believe", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk" and, in each case, their negative or other similar expressions that are predictions of or indicate future events and future trends or identify forward-looking statements. These forward-looking statements include all matters that are not current or historical facts. In particular, the statements regarding RTW Bio's strategy, future financial position and other future events or prospects are forward-looking statements.

Shareholders should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of the Company or RTW Bio. By their nature, forward-looking statements involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not indicative of future performance and the actual results of operations and/or financial condition of the Company or RTW Bio, and the development of the industry in which the Company or RTW Bio operates, may differ materially from those made in or suggested by the forward-looking statements contained in this document. Important risk factors which may cause actual results to differ include, but are not limited to, those described in Part V of this document. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Company or RTW Bio, or persons acting on their behalf, may issue.

These forward-looking statements reflect the Company's and RTW Bio's judgement at the date of this document and are not intended to provide any representations, assurances or guarantees as to future events or results. To the extent required by the Listing Rules, the Guernsey Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and other applicable regulation, the Company will update or revise the information in this document. Otherwise, the Company undertakes no obligation to update or revise any forward-looking statements or other information, and will not publicly release any revisions it may make to any forward-looking statements or other information that may result from events or circumstances arising after the date of this document.

No statement in this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for either the Company or RTW Bio as appropriate.

Page

Actions to be Taken by Shareholders ... 1
Expected Timetable of Principal Events ... 3
Part I Letter from the Chairman ... 4
Part II RTW Biotech Opportunities Ltd. ... 13
Part III Further Details of the Scheme ... 17
Part IV The Scheme ... 21
Part V Risk Factors ... 27
Part VI Additional Information ... 29
Part VII Definitions ... 35
Notice of First General Meeting ... 40

ACTIONS TO BE TAKEN BY SHAREHOLDERS

Your attention is drawn to the section titled “Action to be taken” set out in paragraph 13 of Part I of this document. You should read this whole document when deciding what action to take.

Please check that you have received a Form of Proxy for use in respect of the First General Meeting with this document. If you have not received this document, please contact the Registrars, Equiniti Limited, using the details referred to below.

Whether or not Shareholders propose to attend the First General Meeting, they are requested to complete, sign and return the Form of Proxy as soon as possible, in accordance with the instructions printed thereon. This will enable your votes to be counted at the First General Meeting in the event of your absence. Unless the Form of Proxy is lodged so as to be received by the time mentioned below, it will be invalid.

SHAREHOLDERS

To vote on the Scheme

Complete and return the Form of Proxy for the First General Meeting so as to be received as soon as possible, but in any event by no later than 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting).

If you hold your Shares in uncertificated form (i.e. in CREST), you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual (please also refer to the accompanying notes to the Notice of the First General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participant ID RA19) must be received by Equiniti by no later than 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting).

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting) in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

Any Form of Proxy returned by fax will not be accepted. The completion and return of a Form of Proxy or the submission of a proxy via CREST will not prevent you from attending and voting at the First General Meeting, or any adjournment thereof, in person if you should wish and if you are entitled to do so.

General

As the Scheme is conditional, among other things, on Shareholder approval, Shareholders are requested to complete and return their Form of Proxy in accordance with the instructions set out on it and in Part I of this document.

The attention of Overseas Shareholders is drawn to the section headed “Overseas Shareholders” in Part III of this document.

Shareholders

If you have any queries in relation to your shareholding in the Company or the Scheme, please call the Registrars between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 384 2050 (from within the UK) and +44 (0)371 384 2050 (from outside the UK). Network providers’ costs may vary. Calls to the Shareholder helpline from outside the UK will be charged at the applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Registrars can only provide information regarding the completion of a Form of Proxy and cannot provide you with financial, legal or tax advice.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times given in the table below in connection with the Scheme are indicative only and are based on the Company's current expectations and may be subject to change (including as a result of changes to the process for implementation of the Scheme). If any of the times and/or dates below change, the revised times and/or dates will be notified by the Company to Shareholders through a Regulatory Information Service.

Event	Time and/or Date
Latest time and date for receipt of Forms of Proxy for the First General Meeting	10.00 a.m. on 25 January 2024
Voting Record Time	6.30 p.m. on 25 January 2024
First General Meeting	10.00 a.m. on 29 January 2024
Certain of the following dates are subject to change (please see Note (3) below):
Posting of Notice of Second General Meeting	A date expected to fall before the end of Q1 2024 (“D”)
Latest time and date for receipt of Forms of Proxy for Second General Meeting	By no later than 48 hours prior to Second General Meeting on D+14
Voting record time for the Second General Meeting	6.30 p.m. on D+14
Record Date & Suspension of registration of transfers of and disablement in CREST of, Shares	6.00 p.m. on D+15
Suspension of dealings in and registration of transfers of, and disablement in CREST of, Shares	7.30 a.m. on D+16
Second General Meeting	D+16 (“S”)^{(4)}
Effective Date for implementation of the Scheme	S
Consideration Shares issued to eligible Shareholders	By 8.00 a.m. on S+1
Admission and commencement of dealings in Consideration Shares	By 8.00 a.m. on S+1
Cancellation of listing of the Shares on the standard segment of the Official List and trading on the Main Market	By 8.00 a.m. on S+1
CREST accounts of Shareholders credited with Consideration Shares	On or soon after 8.00 a.m. on S+1
Share certificates in respect of the Consideration Shares to be dispatched (or as soon as practicable thereafter)	S+14

(1) The Form of Proxy for the First General Meeting must be lodged before 10.00 a.m. on 25 January 2024 in order for it to be valid or, if the First General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting.

(2) If the First General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date two calendar days before the date set for the adjourned meeting.

(3) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

(4) 14 clear days following the publication of the notice of the Second General Meeting.

(*) All references to “S+1” are to the day falling one Business Day after the actual date which is “S”.

All references in this document to times are to times in London (unless otherwise stated).

PART I

LETTER FROM THE CHAIRMAN

ARIX BIOSCIENCE PLC

(Incorporated in England and Wales with registered number 09777975)

Special Committee:
Peregrine Moncreiffe
Debra Barker
Andrew Smith

Registered Office:
Duke Street House
50 Duke Street
London, W1K 6JL
England

5 January 2024

To Shareholders

Dear Shareholder

RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND VOLUNTARY WINDING UP OF THE COMPANY

Introduction

On 1 November 2023 (the “Announcement Date”), the boards of the Company and RTW Biotech Opportunities Ltd (“RTW Bio”) announced that they had agreed the terms of a recommended all-share acquisition of the Company’s assets by RTW Bio, via its directly or indirectly wholly-owned subsidiary (being either RTW Biotech Opportunities Operating Ltd (“RTW OpCo”) or a wholly-owned subsidiary of RTW OpCo to be newly incorporated in England and Wales (“RTW UK”)) (“RTW Subsidiary”), to be effected through a scheme of reconstruction and the voluntary winding-up of the Company under section 110 of the Insolvency Act 1986 and the issue of Consideration Shares to eligible Shareholders (the “Scheme”).

The Scheme will combine the assets of the Company with RTW Bio, enhancing RTW Bio’s position as a leading UK-listed life sciences fund by adding significant scale. Placing the assets of the Company under the management of RTW Investments, LP (“RTW”), a best-in-class life sciences investment manager, provides Shareholders with superior access to investment opportunities and the capabilities to deploy the Company’s liquid assets rapidly. Shareholders in the combined entity will be in a stronger position to benefit from potential future value creation through NAV growth, improved secondary market liquidity and re-rating uplift of the pro-forma company.

On 1 November 2023, RTW OpCo entered into an agreement to acquire 33,023,210 Shares from the Company’s largest shareholder, Merton Acquisition HoldCo LLC, a wholly owned subsidiary of Acacia Research Corporation (“Acacia”), representing an approximately 25.5 per cent. interest in the Company (the “Acacia Stake”) for $57.1 million in cash (equivalent to £1.43 in cash per Share as at the Announcement Date and equivalent to £1.36 in cash per Share as at the Latest Practicable Date) (the “Share Purchase”). The Share Purchase is expected to complete in the first quarter of 2024, subject to regulatory approval.

Under the terms of the Scheme, which is conditional, amongst other things, upon the approval of Shareholders at the General Meetings, each eligible holder of Shares at the Record Date will receive:

1.4633 Consideration Shares in exchange for each Share

The exchange ratio values each Share at:

£1.43 as at the Announcement Date based on the volume weighted average price of $1.1847 per RTW Bio Ordinary Share for the 30 days prior to 27 October 2023, and the exchange rate of 1.2123 USD per pound sterling [1], which represents a premium of approximately 46 per cent. to the closing price of 98 pence per Share on 12 July 2023 (being the Business Day immediately

[1] Source: Bloomberg FX Fixings at 5 p.m. New York time.

prior to the announcement by the Company confirming it was undertaking a strategic review); and

£1.59 as at the Latest Practicable Date based on the RTW Bio closing share price (taken from the Daily Official List) of $1.38, and the exchange rate of 1.2698 USD per pound sterling [2], which represents a premium of approximately 62 per cent. to the closing price of 98 pence per Share on 12 July 2023 (being the Business Day immediately prior to the announcement by the Company confirming it was undertaking a strategic review).

Immediately following completion of the Share Purchase and Scheme, Shareholders (excluding holders of the Acacia Stake) are expected to hold approximately 39 per cent. and existing RTW Bio shareholders are expected to hold approximately 61 per cent. of the enlarged issued share capital of RTW Bio (excluding any Consideration Shares issued to RTW OpCo).

On completion of the Share Purchase, RTW OpCo will hold approximately 25.5 per cent. of the Shares and, under the terms of the Scheme, is entitled to receive Consideration Shares in respect of such Shares. Separately, and outside the Scheme, RTW Bio has agreed to seek shareholder approval to cancel or redeem any Consideration Shares issued to RTW OpCo in due course. Prior to such cancellation or redemption, RTW OpCo has also agreed not to exercise the voting rights attached to such Consideration Shares at any general meeting or court-convened meeting of RTW Bio and has renounced all rights attached to such Consideration Shares to receive any dividend or other distribution from RTW Bio.

In order to effect the Scheme and the proposed amendments to the Articles of Association in relation to the Scheme, Shareholder approval is required at the First General Meeting. If the Scheme is approved at the First General Meeting, Shareholder approval is required at the Second General Meeting to wind up the Company voluntarily and to appoint and grant authority to the Liquidators to implement the Scheme and to apply for the cancellation of the listing of the Shares on the Official List pursuant to the Listing Rules.

The purpose of this document is to provide you with further details of the Scheme and the actions required to be taken in order for it to be implemented and to convene the First General Meeting, the notice of which is set out at the end of this document. Further details of the Resolutions to be proposed at the General Meetings are set out below. The notice convening the Second General Meeting will be published as soon as possible after approval from the FCA for the change of control in respect of the Share Purchase is obtained. The expected timetable associated with the Scheme is provided on page 3 of this document.

The Scheme

Background to and rationale for the Scheme

Since the Company's announcement on 13 July 2023, the Company's Board has been undertaking a broad strategic review. The strategic review has included but was not limited to, a consideration of the Company's investment and realisation strategies, its capital allocation and shareholder returns policies and a wind-down of the Company.

In conducting this review, the Board was cognisant that the market for, and valuation of, life science investments was depressed with the Russell 2000 Biotech index falling by 56 per cent since its peak on 8 February 2021. This provides a poor backdrop for the realisation of healthcare assets but an attractive and timely one for investment, with valuations depressed and funding extremely limited. The Board also noted that to fully realise the potential value in the Company's unlisted assets would require ongoing capital support over a number of years.

During the course of the strategic review, the Board did not receive a cash offer for the Company or its assets, but it did receive an all-share merger proposal from RTW Bio based around respective net asset values. The Board considered the proposal to have merit demonstrating, in most part, the benefits of the Scheme described below. However, it became apparent that an all-share offer was not capable of execution due to the requirement for a shareholder vote with an approval threshold of 75% in value of those voting, with RTW Bio being informed accordingly.

[2] Source: Bloomberg FX Fixings at 4 p.m. London time.

RTW Bio subsequently reverted to the Board with a revised proposal which entailed: a cash purchase of Acacia's shares in the Company on terms agreed between RTW Bio and Acacia; Arix's assets being transferred to RTW OpCo in return for the issuance of the Consideration Shares to eligible Shareholders via a scheme of reconstruction and voluntary winding up of the Company under section 110 of the Insolvency Act 1986, with terms continuing to be based around respective net asset values; and the Company entering into an investment management agreement which would become effective in the event that the Scheme failed (the "IMA").

Given that RTW Bio's proposal involved an arrangement between RTW Bio and Acacia, the independent and executive directors on the Board constituted a committee, excluding those Directors nominated by Acacia, to consider the terms of the proposal.

The committee, whilst recognising the unusual construction of the proposal, considered that the Scheme had merit for Shareholders as a whole and therefore resolved to discuss terms with RTW Bio in respect of the Scheme and the IMA. Those discussions ultimately resulted in an agreement on terms which the Special Committee believe to be recommendable for the reasons set out below.

Benefits of the Scheme

The Special Committee believes the investment objectives of Arix are well-aligned with those of RTW Bio in seeking to invest in breakthrough life science technologies that are able to provide important new treatments for patients and have meaningful commercial potential.

Through the Scheme, the assets of Arix will be placed under the management of RTW, a best-in-class life sciences investment manager, providing Shareholders with the continued opportunity to benefit from portfolio realisations and further investments. Shareholders in the Enlarged Group are expected to be better placed to benefit from potential future value creation through NAV growth, greater portfolio diversification, improved secondary market liquidity and re-rating uplift of the pro-forma company.

Accordingly, the Special Committee believes that the Scheme will have the following benefits for Shareholders:

An Enlarged Group with a best-in-class life science focused investment manager: RTW is a leading, specialised life science investor with a record of over 14 years of success, including delivering an annualised net return of 21.6 per cent since inception from its leading private fund. RTW's capabilities are underpinned by a science-led investment approach and its full lifecycle strategy of investing and supporting growth companies across different stages of development, business inflection points and capital structures. A team of 43 investment professionals, the majority of whom have advanced scientific degrees, drive RTW's science-led approach, which is focused on solving the most challenging unmet patient needs by identifying, investing in, supporting and building innovative life science companies. The Enlarged Group will have an enhanced investment offering for both current RTW Bio Shareholders and Shareholders including a scaled equity investing platform, company creation, royalty and structured financing as well as alternative vehicles that provides a wider opportunity for returns.
Immediate scale and complementary portfolio benefits: The Scheme delivers a meaningful and immediate increase in NAV such that the combined NAV of the Enlarged Group is expected to be approximately $550 million. The complementary nature of the Enlarged Group's portfolio of assets, provides shareholders with diversified access across a large portfolio of 29 private assets, 16 core public assets and 61 "other public" investments with an ability for Shareholders to share in any significant realisations.
Enhanced profile provides liquidity and re-rating opportunity: The Scheme further establishes the Enlarged Group as a leading UK-listed life sciences fund by NAV with a broader and more diversified shareholder register. This scale and increase in market capitalisation following completion of the Scheme is anticipated to improve secondary market liquidity for the trading in the Enlarged Group's shares. The Enlarged Group may also in the future qualify for index inclusion, which may further improve the secondary market liquidity of shares. The increased scale is expected to deliver a more efficient cost base, benefiting from the infrastructure of RTW and a simple, single management fee across a larger asset base.

Unique opportunity to buy into a depressed market while innovation is booming: The Russell 2000 biotech index has fallen by 56 per cent since its peak on 8 February 2021. Although, in part due to macro-economic conditions, life sciences remain out of favour relative to the other parts of the market, now is an attractive time to invest in the right assets at relatively low valuations. The Special Committee believes that this remains an opportune time to invest in healthcare innovation with genetic information and new modalities accelerating the number of new treatments with a corresponding number of new investment opportunities. In addition, the largest pharmaceutical companies are adopting M&A strategies concentrating on earlier-stage companies with smaller transaction sizes which will benefit the Enlarged Group's science-led, innovation-based approach.

Recommendation

The Special Committee, which has been so advised by Jefferies, considers that the Scheme and the Resolutions to be proposed at the General Meetings are in the best interests of Shareholders as a whole. In providing its advice to the Special Committee, Jefferies has taken into account the commercial assessments of the Special Committee.

Details of the Scheme

Under the Scheme:

The Company will be put into members' voluntary liquidation following the realignment of its business and assets into two separate funds namely (i) the "Rollover Pool" comprising the interests (being the cash, undertakings and other assets of the Company) of Shareholders, whose holdings will be rolled over into shares in RTW Bio, and (ii) the "Liquidation Pool" which will comprise an amount which the Company, in consultation with the Liquidators, considers sufficient to provide for all current and future, actual and contingent liabilities (including tax liabilities) of the Company, including a retention in respect of unascertained and unknown liabilities, an amount (if required) in respect of the entitlements of any Dissenting Shareholders and the costs of the Scheme. To the extent that any part of the Liquidation Pool is not subsequently required to discharge the Company's liabilities, it will be transferred to RTW Subsidiary for the account of RTW Subsidiary, in accordance with the terms of the Transfer Agreement.
RTW Bio will allot Consideration Shares to the Liquidators who will renounce them in favour of eligible Shareholders (save for any Dissenting Shareholders) in exchange for the transfer to it of the cash, undertaking and other assets comprised in the Rollover Pool. The Record Date for the basis of determining Shareholders' entitlements under the Scheme is 6.00 p.m. on the Business Day immediately preceding the Second General Meeting.
The issue of Consideration Shares to citizens of, or persons or residents in, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdiction. Further details relating to Overseas Shareholders are set out in the paragraph headed "Overseas Shareholders" contained in Part III of this document.

On or prior to the Effective Date, there will be appropriated to the Liquidation Pool such of the cash, undertakings and other assets of the Company estimated by the Special Committee in consultation with the Liquidators to be sufficient to meet the outstanding current and future liabilities, including contingent liabilities, of the Company, including the costs of the Scheme and the entitlements of any Dissenting Shareholders. The balance of the cash, undertaking and other assets of the Company will be allocated to the Rollover Pool.

Further details on the Scheme are set out in Part III and Part IV of this document.

3. RTW Biotech Opportunities Ltd

RTW Bio (LSE: RTW & RTWG) is an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by a long-term approach to support innovative businesses, RTW Bio invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives. RTW Bio is managed by RTW, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.

As at 30 November 2023, RTW Bio had a NAV of approximately $347.7 million attributable to ordinary shareholders and a portfolio comprising 36 core positions, 12 of which are public, and 24 of which are private.

Further details on RTW Bio are set out in Part II of this document and in Part I of the RTW Bio Prospectus. Further details on RTW Bio's investment approach and portfolio are set out in paragraphs 2 and 4, respectively, of Part II of the RTW Bio Prospectus.

4. RTW Investments, LP

RTW is a New York-based, global, full life-cycle investment firm that focuses on identifying transformational and disruptive innovations across the biopharmaceutical and medical technologies sectors. As a leading partner of industry and academia, RTW combines deep scientific expertise with a solution-oriented investment approach to advance emerging medical therapies by building and supporting the companies and/or academics developing them.

Further details on RTW are set out in Part II of this document.

Details on RTW's track record as an investment manager across public and private investments are set out in paragraph 3 of Part II of the RTW Bio Prospectus. Additional details of RTW and the principals of the RTW investment team are set out in paragraphs 2 and 3 of Part III of the RTW Bio Prospectus.

5. Arix Bioscience plc

The Company is a transatlantic venture capital company focused on investing in breakthrough biotechnology companies around cutting-edge advances in life science.

The Company collaborates with exceptional entrepreneurs and provides the capital, expertise, and global networks to help accelerate their ideas into important new treatments for patients. As a listed company, the Company is able to bring this exciting growth phase of our industry to a broader range of investors.

As at 30 November 2023, the Company had a NAV of approximately £229.1 million comprising £105.8 million of cash and 9 core positions, 4 of which are public.

6. Irrevocable Undertakings

The Company has received irrevocable undertakings from certain current and former Directors, RTW OpCo and Acacia to vote in favour of the Scheme.

Directors Peregrine Moncreiffe, Debra Barker and Andrew Smith, as well as Robert Lyne, former Director and Chief Executive Officer of the Company, who stepped down on 31 December 2023, have each given irrevocable undertakings to vote (or procure the voting) in favour of the Resolutions relating to the Scheme at the General Meetings in respect of their own beneficial holdings, which represent approximately 0.8 per cent. of the Company's issued share capital as at the Latest Practicable Date.

Acacia has given an irrevocable undertaking to (i) vote in favour of the Resolution at the First General Meeting to approve the Scheme, (ii) vote against any resolution to approve any alternative transaction (being a transaction in relation to the Company which is proposed by any person other than RTW Bio or which would otherwise hinder or impede the implementation of the Scheme) and (iii) not vote, or fail to vote, in any manner which would be prejudicial to the success of or frustrate the Scheme, in respect of the Shares it holds, which represent approximately 25.5 per cent. of the Company's issued share capital as at the Latest Practicable Date.

RTW OpCo has given an irrevocable undertaking that, following and subject to completion of the Share Purchase, it will vote in favour of the Resolutions relating to the Scheme at both General Meetings in respect of the Shares it will hold, which will represent approximately 25.5 per cent. of the Company's issued share capital as at the Latest Practicable Date.

The irrevocable undertakings referred to in this paragraph will cease to be binding if (i) the Scheme does not become effective on or before 23:59 (UK time) on 31 March 2024 (or such later time as agreed between RTW Bio and the Company), or (ii) the Co-operation Agreement entered into between RTW OpCo and the Company is terminated in accordance with its terms. In addition, (i) the irrevocable undertakings given by Peregrine Moncreiffe, Robert Lyne, Debra Barker and Andrew Smith

will cease to be binding if RTW Bio announces that it does not intend to make or proceed with the Scheme, and (ii) the irrevocable undertaking given by Acacia will cease to be binding if the Share Purchase is terminated or completes in accordance with its terms.

Co-operation Agreement

On 1 November 2023, the Company, RTW Bio and RTW OpCo entered into a co-operation agreement (the "Co-operation Agreement") pursuant to which they have given certain reciprocal undertakings in relation to the conduct of the Scheme and the satisfaction of the conditions (listed below). Pursuant to the Co-operation Agreement, the Company has undertaken not to solicit a competing proposal and to pay a break fee equivalent to 1 per cent. of its market capitalisation (as at 1 November 2023) to RTW OpCo in certain circumstances, including if the Special Committee withdraws its recommendation or recommends a competing proposal. Further details on the Co-operation Agreement are set out in paragraph 4 of Part VI of this document.

Conditional appointment of RTW as investment manager

On 1 November 2023, the Company entered into an investment management agreement with RTW pursuant to which RTW will be appointed to manage the assets of the Company if the Scheme is not implemented. RTW will have sole responsibility for providing these portfolio management services, with discretion around the allocation and reallocation of the Company's resources among eligible investments.

The IMA will take effect in the event that the Share Purchase has been completed but the Scheme is not approved by Shareholders. Further details on the IMA are set out in paragraph 5 of Part VI of this document.

Share Plans

The Scheme will extend to any Shares transferred pursuant to the exercise of options granted under the Arix Share Plans ("Options") before the Record Date. Participants in the plans will be contacted separately regarding the effect of the Scheme on their Options.

The Arix Share Plans comprise the EIP and the SIP. Unvested Options granted under the EIP will vest and become exercisable on the date on which notice of the Second General Meeting is given with exercise immediately before the Record Date (subject to the Scheme becoming effective) on the basis determined by the Arix Remuneration Committee in accordance with the relevant documentation. All Options granted under the SIP are vested and exercisable. Vested but unexercised Options will lapse no later than the Effective Date for the EIP and no later than 20 days after the date on which notice of the Second General Meeting is given in the case of the SIP.

Costs of implementing the Scheme

The Company and RTW Bio have agreed to each bear their own costs in relation to the Scheme. The costs payable by the Company are estimated to be approximately £3.9 million (including VAT but excluding any tax liabilities which have not yet been fully ascertained). The costs of the Scheme payable by the Company will be borne by the Liquidation Pool. The costs payable by RTW Bio and RTW OpCo are estimated to be approximately $6.1 million (including VAT), which includes listing fees which RTW Bio, as enlarged, will pay in relation to the listing of the Consideration Shares. RTW Bio, as enlarged, will also pay any transfer taxes payable on the transfer of the assets comprising the Rollover Pool.

The Liquidation Pool will be retained by the Liquidators to meet any unknown or unascertained liabilities of the Company. To the extent that some or all of the Liquidators' retention remains at the conclusion of the liquidation, which will be once the Liquidators have satisfied all claims of creditors, paid costs and expenses of the liquidation and obtained tax clearance for pre and post liquidation periods from HMRC, it will be transferred to RTW Subsidiary for the account of RTW Subsidiary, in accordance with the terms of the Transfer Agreement.

11. Conditions of the Scheme

Implementation of the Scheme is subject to a number of conditions, including:

the passing of the Resolutions to be proposed at the First General Meeting and the Second General Meeting (or any adjournment of those meetings);
any Shareholders exercising dissenter rights pursuant to Section 111 of the Insolvency Act 1986 during the dissenting period (as set out in such act), in respect of no more than 2 per cent. of Shares in aggregate (as at the date of the First General Meeting) (unless waived in accordance with paragraph 12.2 of Part IV of this document);
approval from the FCA for the change of control of Arix following the Share Purchase; and
the UK Listing Authority, having acknowledged to the Company or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Consideration Shares to the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (“listing conditions”)) will become effective as soon as notice of admission to the Official List has been issued by the Financial Conduct Authority and any listing conditions having been satisfied and the London Stock Exchange having acknowledged to the Company or its agent (and such acknowledgement not having been withdrawn) that the Consideration Shares will be admitted to trading, subject only to allotment.

If any condition is not satisfied, the Scheme will not become effective, the Company will not proceed with the winding up and instead will continue in existence and the Company’s assets will be managed by RTW under the terms of the IMA.

12. Taxation

The exchange of Shares by Shareholders for the Consideration Shares may not constitute a taxable disposal of the relevant Shares for the purposes of UK taxation of chargeable gains on the basis that UK tax relief under of section 136 of the TCGA (“Rollover Relief”) may be available. If Rollover Relief applies, on the issue of Consideration Shares, a Shareholder’s base cost allocated to the corresponding Shares will be attributed to the new holding of Consideration Shares and the Shareholder will not be regarded as having disposed of their Shares.

The attention of Shareholders is drawn to the section headed “Taxation” in Part III of this document. Shareholders should satisfy themselves as to the overall tax consequences, including, specifically, the consequences under UK or relevant foreign tax laws of disposition of their Shares and acquisition of the Consideration Shares in their own particular circumstances by consulting their own professional advisers.

13. General Meetings

The Scheme is conditional, inter alia, upon Shareholders’ approval of the Resolutions to be proposed at the First General Meeting and the Second General Meeting. Both General Meetings will be held at the offices of Clifford Chance LLP, at 10 Upper Bank Street, London, E14 5JJ.

First General Meeting

The First General Meeting will be held at the offices of Clifford Chance LLP, at 10.00 a.m. on 29 January 2024.

The Resolution to be considered at the First General Meeting (which will be proposed as a special resolution) will, if passed, empower the Liquidators to accept the Consideration Shares for distribution to eligible Shareholders, approve the Scheme and authorise its implementation by the Liquidators, and authorise the Liquidators to apply to delist the Shares. Further details of the Scheme are set out in Part III and Part IV of this document. The Resolution will require the approval of at least 75 per cent. of the votes cast in respect of it.

The Scheme will not become effective unless and until, amongst other conditions, the Resolution to be proposed at the Second General Meeting has also been passed.

Second General Meeting

The notice convening the Second General Meeting will be posted as soon as possible after approval from the FCA for the change of control in respect of the Share Purchase.

The Resolution to be considered at the Second General Meeting (which will be proposed as a special resolution) will, if passed, place the Company into members' voluntary liquidation, appoint the Liquidators and authorise the Liquidators to exercise certain powers for which the express sanction of Shareholders is required. The Resolution will require the approval of at least 75 per cent. of the votes cast in respect of it.

Action to be taken

Before taking any action, Shareholders are recommended to read the further information set out in this document and in the RTW Bio Prospectus.

Form of Proxy

Shareholders will find enclosed a Form of Proxy for use in relation to the First General Meeting.

Whether or not you propose to attend the First General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible, but in any event so as to be received by no later than 10.00 a.m. on 25 January 2024 (or in the case of an adjournment, not later than 48 hours (excluding any part of the day that is not a working day) before the time fixed for the holding of the adjourned meeting). The return of a completed Form of Proxy or the submission of a proxy via CREST will not prevent you from attending the First General Meeting and voting in person if you so wish and if you are entitled to do so.

Alternatively, if you hold your Shares in uncertificated form (i.e. in CREST), you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual (please also refer to the accompanying notes to the Notice of the First General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participant ID RA19) must be received by Equiniti by no later than 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting).

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 25 January 2024 (or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting) in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

If any of the Resolutions to be proposed at the General Meetings are not passed, the Scheme will not proceed and the Company will not be wound up. In these circumstances, RTW will be appointed to manage the assets of the Company, pursuant to the IMA.

Restricted Shareholders

The attention of Restricted Shareholders is drawn to the paragraph headed "Restricted Shareholders" in Part III of this document.

Overseas Shareholders

The attention of Overseas Shareholders is drawn to the paragraph headed "Overseas Shareholders" in Part III of this document.

No action has been taken or will be taken in any jurisdiction other than the UK where action is required to be taken to permit the distribution of this document and/or the RTW Bio Prospectus. Accordingly, such documents may not be used for the purpose of, and do not constitute, an offer or

solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

14. Recommendation

The Special Committee, which has been so advised by Jefferies International Limited, considers that the Scheme and the Resolutions to be proposed at the General Meetings are in the best interests of Shareholders as a whole. In providing its advice to the Special Committee, Jefferies has taken into account the commercial assessments of the Special Committee.

Accordingly, the Special Committee unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the General Meetings as Directors Peregrine Moncreiffe, Debra Barker and Andrew Smith have irrevocably undertaken to do in respect of their own beneficial holdings, which in aggregate amount to 794,000 Shares, representing approximately 0.6 per cent. of the Company's issued share capital as at the Latest Practicable Date.

Yours faithfully,

Peregrine Moncreiffe
Chair

PART II

RTW BIOTECH OPPORTUNITIES LTD

Any investment in RTW Bio will be governed by the RTW Bio Prospectus. Accordingly Shareholders should read the RTW Bio Prospectus and in particular the risk factors contained therein. The information in this Part II had been extracted from the RTW Bio Prospectus. The Special Committee can give no guarantee as to the statement in relation to RTW Bio's policies or procedures, which may change.

Introduction

RTW Bio is a registered non-cellular closed-ended investment scheme limited by shares, incorporated in Guernsey, with registration number 66847.

RTW Bio is an alternative investment fund or “AIF” for the purposes of the UK AIFMD Laws and EU AIFM Directive and is externally managed by RTW, its AIFM.

On 6 August 2021, RTW Bio’s ordinary shares were admitted to trading on the premium segment of the London Stock Exchange, under the ticker symbol “RTW”, with the additional ticker symbol “RTWG” denoting the Sterling price.

RTW Bio has a wholly-owned subsidiary incorporated in Guernsey, RTW OpCo, through which it makes and holds all its investments. The directors of RTW OpCo are the same as the directors of RTW Bio.

The RTW Bio Group’s investment objective and investment policy are set out in paragraph 2 below.

Investment Objective and Investment Policy

Investment objective

The RTW Bio Group seeks to achieve positive absolute performance and superior long-term capital appreciation, with a focus on forming, building, and supporting world-class life sciences, biopharmaceutical and medical technology companies. It intends to create a diversified portfolio of investments across a range of businesses, each pursuing the development of superior pharmacological or medical therapeutic assets to enhance the quality of life and/or extend patient life.

Investment policy

The RTW Bio Group seeks to achieve its investment objective by leveraging RTW’s data-driven proprietary pipeline of innovative assets to invest in life sciences companies:

across various geographies (globally);
across various therapeutic categories and product types (including but not limited to genetic medicines, biologics, traditional modalities such as small molecule pharmaceuticals and antibodies, and medical devices);
in both a passive and an active capacity and intends, from time to time, to take a controlling or majority position with active involvement in a Portfolio Company to assist and influence its management. In those situations, it is expected that RTW’s senior executives may serve in temporary executive capacities; and
by participation in opportunities created by RTW’s formation of companies de novo when a significant unmet need has been identified and the RTW Bio Group is able to build a differentiated, sustainable business to address said unmet need.

The RTW Bio Group invests approximately 80 per cent. of its gross assets in the biopharmaceutical sector and approximately 20 per cent. of its gross assets in the medical technology sector.

The RTW Bio Group’s portfolio reflects its view of the most compelling opportunities available to RTW, with an initial investment in each privately held Portfolio Company (“Private Portfolio Company”) expected to start in a low single digit per cent. of the RTW Bio Group’s gross assets and grow over time, as the RTW Bio Group may, if applicable, participate in follow-on investments and/or continue holding the Portfolio Company as it becomes publicly traded. It is intended that certain long-term holdings will increase in size and may represent between five and ten per cent. or greater of the RTW Bio Group’s gross assets.

The RTW Bio Group deploys one-third of its capital toward early-stage and de novo company formations (including newly formed entities around early-stage academic licenses and commercial stage corporate assets) and two-thirds of its capital in mid- to late-stage ventures.

The RTW Bio Group sometimes chooses to invest in Portfolio Companies listed on a public stock exchange (“Public Portfolio Companies”) depending on market conditions and the availability of appropriate investment opportunities. Equally, as part of a full-life cycle investment approach, Private Portfolio Companies may later become Public Portfolio Companies. Monetisation events such as IPOs and reverse mergers will not necessarily represent exit opportunities for the RTW Bio Group. Rather, the RTW Bio Group may decide to retain all or some of its investment in such Portfolio Companies or the acquiring company where they meet the standard of diligence set by RTW. The RTW Bio Group is not required to allocate a specific percentage of its assets to Private Portfolio Companies or Public Portfolio Companies.

The RTW Bio Group also, where appropriate, invests further in its Portfolio Companies, supporting existing investments throughout their life cycle. The RTW Bio Group may divest its interest in Portfolio Companies in part or in full when the risk-reward trade-off is deemed to be less favourable.

From time to time, the RTW Bio Group seeks opportunities to optimise investing conditions, and to allow for such circumstances, the RTW Bio Group has the ability to hedge or enter into securities or derivative structures in order to enhance the risk-reward position of the portfolio and its underlying securities.

Investment restrictions

The RTW Bio Group is subject to the following restrictions when making investments in accordance with its investment policy:

the RTW Bio Group may not make an investment or a series of investments in a Portfolio Company that result in the RTW Bio Group’s aggregate investment in such Portfolio Company exceeding 15 per cent. (or, in the case of Rocket Pharmaceuticals, Inc., 25 per cent.) of the RTW Bio Group’s gross assets at the time of each such investment; and
the RTW Bio Group may not make any direct investment in any tobacco company and not knowingly make or continue to hold any Public Portfolio Company investments that would result in exposure to tobacco companies exceeding one per cent. of the aggregate value of the Public Portfolio Companies from time to time.

Each of these investment restrictions is calculated as at the time of investment. In the event that any of the above limits are breached at any point after the relevant investment has been made (for instance, upon successful realisation of economic and/or scientific milestones or as a result of any movements in the value of the RTW Bio Group’s gross assets), there is no requirement to sell or otherwise dispose of any investment (in whole or in part).

Leverage and borrowing limits

The RTW Bio Group may use conservative leverage in the future in order to enhance returns and maximise the growth of its portfolio, as well as for working capital purposes, up to a maximum of 50 per cent. of the RTW Bio Group’s net asset value at the time of incurrence. Any other decision to incur indebtedness may be taken by RTW for reasons, and within such parameters, as are approved by the RTW Bio Board. There are no limitations placed on indebtedness incurred in the RTW Bio Group’s underlying investments.

Capital deployment

The RTW Bio Group anticipates that it will initially, upon admission of the Consideration Shares to listing on the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange, and upon any subsequent capital raises, invest up to 80 per cent. of available cash in Public Portfolio Companies that have been diligenced by RTW and represent holdings in other portfolios managed by RTW, subsequently rebalancing the portfolio between Public Portfolio Companies and Private Portfolio Companies as opportunities to invest in the latter become available.

Cash management

The RTW Bio Group’s uninvested capital may be invested in cash instruments or bank deposits pending investment in portfolio companies or used for working capital purposes.

Hedging

As described above, the RTW Bio Group may seek opportunities to optimise investing conditions, and to allow for such circumstances, there will be no limitations placed on the RTW Bio Group’s ability to hedge or enter into securities or derivative structures in order to enhance the risk-reward position of the portfolio and its underlying securities. On an ongoing basis, the RTW Bio Group does not intend to enter into any securities or financially engineered products designed to hedge portfolio exposure or mitigate portfolio risk as a core part of its investment strategy, but may enter into hedging transactions to hedge individual positions or reduce volatility related to specific risks such as fluctuations in foreign exchange rates, interest rates, and other market forces.

Changes to the Investment Objective and Investment Policy

No material change will be made to RTW Bio’s investment objective or investment policy without prior approval by ordinary resolution of RTW Bio Shareholders.

Target Return and Dividend Policy

RTW Bio targets a total net return on NAV of greater than 20 per cent. per annum over the medium term.¹

RTW Bio does not anticipate paying any dividends on the RTW Bio Ordinary Shares, as it intends to reinvest proceeds from Portfolio Company sales or distributions.

The above should not be taken as an indication of RTW Bio’s expected future performance, return or results over any period and does not constitute a profit forecast. It is intended to be a target only and reflects RTW’s understanding of what investors in a venture capital fund would ordinarily consider to be a successful investment. There is no assurance that the target total NAV return can or will be achieved and that RTW Bio will be able to satisfy investors in this regard.

RTW believes that it has had and will continue to have access to investment opportunities in private businesses that may generate substantial returns over the long term. However, the actual return generated by RTW Bio will depend on a wide range of factors including, but not limited to, general economic and market conditions, the performance of Portfolio Companies and the markets in which they operate, fluctuations in currency exchange rates, the terms of the investments made and the other risks that are described more fully in the RTW Bio Prospectus, including in particular in the “Risk Factors” section. Accordingly, prospective investors should not place any reliance on the target return figures stated above.

Use of Proceeds

The Consideration Shares are being issued to eligible Shareholders and the Liquidators (as nominee for any Restricted Overseas Shareholders), in consideration for the transfer of the Rollover Pool to RTW Subsidiary. The Rollover Pool will consist of investments aligned with the RTW Bio Group’s investment policy, together with cash, cash equivalents, undertakings and other assets of the Company. Any cash and cash equivalents in the Rollover Pool and any proceeds of the realisation of cash equivalents in the Rollover Pool will be used to acquire investments in accordance with RTW Bio’s investment policy.

Discount Management

The RTW Bio Board has been granted a general authority to make market purchases of up to 14.99 per cent. of the number of RTW Bio Ordinary Shares in issue at RTW Bio’s last annual general meeting held on 21 June 2023 (being 31,837,132 RTW Bio Ordinary Shares), with such authority expiring at the conclusion of RTW Bio’s annual general meeting to be held in 2024. RTW Bio intends to renew its authority to make market purchases of its RTW Bio Ordinary Shares at each annual general meeting.

Any buyback of RTW Bio Ordinary Shares will be made subject to the Companies (Guernsey) Law, 2008, as amended, and within any guidelines established from time to time by the RTW Bio Board and the making and timing of any buybacks will be at the absolute discretion of the RTW Bio Board and not at the option of the RTW Bio Shareholders. RTW Bio Ordinary Shares will only be repurchased at a price which, after repurchase costs, represents a discount to the net asset value per RTW Bio Ordinary Share and where the RTW Bio Board believes that such purchases will enhance RTW Bio Shareholder value.

All RTW Bio Ordinary Share repurchases will be conducted in accordance with the Companies (Guernsey) Law, 2008, as amended, the Listing Rules, the Guernsey Rules, the Market Abuse Regulation, and other

¹ This is a target only and is not a profit forecast.

applicable laws and regulations, and will be announced to the market via an RIS on the same or the following day.

Repurchased RTW Bio Ordinary Shares will be cancelled or may, alternatively, be held in treasury. RTW Bio Ordinary Shares may only be reissued from treasury at a price which, after issue costs and expenses, is not less than the net asset value per RTW Bio Ordinary Share at the relevant time. As at the date of this document, RTW Bio holds 1,753,791 RTW Bio Ordinary Shares in treasury.

General

Further details of RTW Bio and the Consideration Shares are set out in the RTW Bio Prospectus. In particular, further details on RTW Bio are set out in Part I therein and further details on RTW Bio's investment approach and portfolio are set out in Part II therein.

PART III

FURTHER DETAILS OF THE SCHEME

Implementation of the Scheme

Subject to the passing of the Resolutions (and satisfaction or waiver of the other conditions of the Scheme, full details of which are set out in paragraph 12 of Part IV), the Company will be placed into members' voluntary liquidation and the Scheme will take effect from the Effective Date.

The Special Committee, in consultation with the Liquidators, shall calculate the net assets of the Company and there shall be appropriated to the Liquidation Pool such of the cash, undertaking and other assets of the Company estimated by the Special Committee in consultation with the Liquidators to be sufficient to meet the outstanding current and future liabilities, including contingent liabilities, of the Company, including the costs of the Scheme, a retention to meet unknown and unascertained liabilities of the Company and the entitlements of any Dissenting Shareholders. Further details of the Liquidation Pool are set out in paragraph 2.1(a) of Part IV of this document.

The balance of the cash, undertakings and other assets of the Company will be allocated to the Rollover Pool, which will represent the entitlements of eligible Shareholders to Consideration Shares under the Scheme.

On the Effective Date, the cash, undertakings and other assets of the Company comprising the Rollover Pool shall be transferred to RTW Subsidiary. In consideration for the transfer of the Rollover Pool to RTW Subsidiary under the Transfer Agreement, RTW Subsidiary will procure the allotment by RTW Bio of the relevant numbers of Consideration Shares to the Liquidators who will renounce the Consideration Shares in favour of eligible Shareholders (save for any Dissenting Shareholders and any Restricted Overseas Shareholders).

To the extent that any part of the Liquidation Pool is not subsequently required to discharge the Company's liabilities, it will be transferred to RTW Bio for the account of RTW Bio, in accordance with the terms of the Transfer Agreement.

Transfer Agreement

If the Scheme becomes effective, the Liquidators (in their personal capacity and on behalf of the Company) will enter into the Transfer Agreement on or about the Effective Date pursuant to which the Rollover Pool will be transferred to RTW Subsidiary in consideration for the issue of Consideration Shares to eligible holders of Shares on the basis described in Part IV of this document. Each of the parties to the Transfer Agreement agrees with and undertakes to the others that, so far as may be within its respective power, it will take all such reasonable steps as may be necessary or desirable to implement the Scheme.

Dealings in Shares on the London Stock Exchange

The last day for trading in the Shares on the London Stock Exchange for normal settlement (in order to enable settlement prior to the Record Date) will be the Business Day immediately preceding the date of the Second General Meeting. As from such date, dealings will be for cash settlement only and, in the case of certificated Shares, will only be registered if documents of title are delivered immediately.

The Record Date, being the date for determining which Shareholders are entitled to participate in the Scheme, will be 6:00 p.m. on the Business Day immediately preceding the date of the Second General Meeting.

If Shareholders dispose of their Shares otherwise than through the London Stock Exchange, they must make their own arrangements with the other parties concerned as regards entitlements to Consideration Shares issued under the Scheme.

Settlement and dealings in Consideration Shares

The Consideration Shares to be issued pursuant to the Scheme will be ordinary shares of no par value in the capital of RTW Bio. The Consideration Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing RTW Bio Ordinary Shares, including the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid by reference to a record date on or after the Effective Date.

Applications will be made to the FCA for the Consideration Shares to be admitted to the Official List and to the London Stock Exchange for such shares to be admitted to trading on its Main Market. If the Scheme becomes effective, it is expected that the Consideration Shares will be admitted to the Official List and that the first day of dealings in such securities will be the first Business Day following the Effective Date.

Consideration Shares will be issued in registered form and may be held in either certificated or uncertificated form. Eligible Shareholders who held their Shares in certificated form at the Record Date will receive their Consideration Shares in certificated form. It is expected that share certificates in respect of such Consideration Shares will be despatched to the Shareholders entitled thereto within 10 Business Days of the Effective Date (or as soon as practicable thereafter).

Eligible Shareholders who held their Shares in uncertificated form at the Record Date will receive their Consideration Shares in uncertificated form within one Business Day of the Effective Date, although RTW Bio reserves the right to issue such securities in certificated form. In normal circumstances, this is only likely to be exercised in the event of an interruption, failure or breakdown of CREST or of the facilities or system operated by RTW Bio's registrar in connection with CREST. RTW Bio will procure that instructions are given to credit the appropriate stock accounts in the CREST system with the relevant entitlements to Consideration Shares in uncertificated form.

Fractional entitlements to Consideration Shares issued pursuant to the Scheme will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number. No cash payment shall be made or returned in respect of any fractional entitlements which will be retained for the benefit of RTW Bio.

Share certificates

Existing certificates in respect of Shares will cease to be of tradable value following suspension of dealings in the Shares.

General

All documents and remittances despatched to or from Shareholders or their appointed agents in connection with the Scheme will be despatched at Shareholders' own risk.

Restricted Shareholders

In order for Restricted Shareholders to be released from the restrictive undertakings set out in the Restricted Share Agreement and be entitled to receive any distribution on a liquidation of the Company in respect of the Restricted Shares, Restricted Shareholders are required to pay to the Company an amount equal to £1.80 per Restricted Share (the "Release Amount"). Accordingly, in order for Restricted Shareholders to receive Consideration Shares under the Scheme, they are required to pay the relevant Release Amount on or before the Record Date. If any Restricted Shareholder does not pay the Release Amount on or before the Record Date, the Liquidator shall instruct RTW Bio not to allot to it Consideration Shares in respect of those Restricted Shares. In this case, the relevant Restricted Shareholders will not be issued Consideration Shares and will not receive any other consideration under the Scheme, in respect of those Restricted Shares.

Overseas Shareholders

The issue of Consideration Shares to persons resident in or citizens of jurisdictions outside the UK may be affected by the laws of the relevant jurisdiction. Such Shareholders should inform themselves about and observe any legal requirements. In particular:

the Consideration Shares have not been and will not be registered under the United States Securities Act 1933, as amended, or qualify under applicable United States' states statute and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, Australia, Japan, New Zealand or South Africa;
RTW Bio is not, and does not intend to be, registered under the United States Investment Company Act of 1940, as amended, and investors in the Consideration Shares are not, and will not be, entitled to the benefits of the United States Investment Company Act of 1940; and
no offer is being made, directly or indirectly, under the Scheme, in or into by the use of mails, or by means of instrumentality (including, without limitation, facsimile, transmission, telex or telephone) of interstate or foreign commerce, or of any facility in a national securities exchange, of the United States, Canada, Australia, Japan, New Zealand or South Africa.

It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Scheme, including the obtaining of any governmental or other consents which may be required, compliance with necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Shareholders who are subject to taxation outside the UK should consult their independent financial adviser as soon as possible.

Any Consideration Shares allotted to the Liquidators and which would otherwise be issued to a Restricted Overseas Shareholder pursuant to the Scheme will instead be issued to the Liquidators as nominees on behalf of such Restricted Overseas Shareholder, who will arrange for such Consideration Shares to be sold promptly by a market maker (without regard to the personal circumstances of the relevant Restricted Overseas Shareholder and the value of the Shares held by the relevant Restricted Overseas Shareholders), in circumstances in which (i) the Liquidators and/or RTW Bio, acting reasonably, consider that, notwithstanding that Restricted Overseas Shareholder's entitlement to such Consideration Shares under the Scheme, any such issue of Consideration Shares to such Restricted Overseas Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or (ii) the Liquidators and/or RTW Bio reasonably believe that the same may violate any applicable legal or regulatory requirements or may require RTW Bio to become subject to additional regulatory requirements (to which it would not be subject but for such issue), and in each case the Liquidators and/or RTW Bio, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Restricted Overseas Shareholder is permitted to hold Consideration Shares under any relevant securities laws or regulations of such overseas jurisdictions (or that RTW Bio would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). The net proceeds of such sales (after deduction of any costs incurred in effecting such sales) will be paid to the relevant Restricted Overseas Shareholders entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale, save that the aggregate amount of any entitlements of less than £5.00 per Restricted Overseas Shareholder will be paid by the Liquidators to RTW Bio instead of being paid to the relevant Restricted Overseas Shareholders.

In connection with the Scheme, the Consideration Shares are being offered or sold only: (i) outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the US Securities Act; and (ii) to persons who are both "Qualified Purchasers and Accredited Investors" pursuant to an exemption from the registration requirements of the US Securities Act, and who, in the case of (ii), have executed the AI/QP Investor Letter and returned it to RTW Bio. Any person that does not execute and return the AI/QP Investor Letter to RTW Bio is deemed to represent that it is located outside of the United States and is not a US Person, (and is not acting for the account or benefit of a US Person).

If a US Shareholder does not execute and return the AI/QP Investor Letter to the RTW Bio and the RTW Bio Board believes such person is an Ineligible US Shareholder, the RTW Bio Board reserves the right, in its absolute discretion, to require any Consideration Shares to which such Ineligible US Shareholder is entitled and would otherwise receive, to be issued to the Liquidators as nominees for the relevant Ineligible US Shareholder who will arrange for such Consideration Shares to be sold promptly by a market maker on the same basis as for Restricted Overseas Shareholders described above.

Any investment in RTW Bio will be governed by the full RTW Bio Prospectus published by RTW Bio. Overseas Shareholders are strongly advised to read the RTW Bio Prospectus and, in particular, the further information on the treatment of Overseas Shareholders which can be found in paragraph 8 of Part IV of the RTW Prospectus.

Dissenting Shareholders

A Shareholder who is on the Register at the Voting Record Time and does not vote in favour of the Resolution to be proposed at the First General Meeting may, within seven days following the First General Meeting, express his/her dissent to the proposed Liquidators in writing at the registered office of the Company and require the Liquidators to purchase the Shareholder's interest in the Company. The Liquidators will offer to purchase the interests of the Dissenting Shareholders at the realisation value, this being an estimate of the amount a Shareholder would receive per Share in an ordinary winding up of the Company if all of the assets of the Company had to be realised and distributed to Shareholders. It is expected that the purchase price for such Dissenting Shareholders' Shares will not exceed the value of the lower of: (i) that which the Dissenting Shareholder(s) would receive on an ordinary winding up of the Company; and (ii) that which the Dissenting Shareholder(s) would receive under the terms of the Scheme, if they had not exercised their rights under section 111(2) of the Insolvency Act, to dissent from the Scheme. The Liquidators will not purchase the interests of Dissenting Shareholders until all other liabilities of the Company have been settled and HMRC has confirmed that it has no objections to the closure of the

liquidation. The conclusion of the liquidation process could take a considerable period of time and the precise timing will depend upon a variety of factors.

In order to purchase the interests of any Dissenting Shareholders, the Special Committee, in consultation with the Liquidators, will appropriate an amount of cash, undertaking and other assets of the Company to the Liquidation Pool which, at their discretion, they believe is sufficient to purchase the interests of such Shareholders.

Taxation

The following summary covers certain UK tax considerations that may be applicable to the Shareholders who are resident in the UK for tax purposes (and, if individuals, are domiciled in the UK), who are beneficial owners of the Shares, and who hold their Shares as an investment (and not as securities to be realised in the course of a trade). The information is based on existing law and HMRC practice and is, therefore, subject to any subsequent changes, possibly with retrospective effect. The information is given by way of general summary only and does not constitute legal or tax advice to any person.

Shareholders should satisfy themselves as to the overall tax consequences, including, specifically, the consequences under UK or relevant foreign tax laws of disposition of their Shares and acquisition of the Consideration Shares in their own particular circumstances by consulting their own professional advisers.

Shareholders

The exchange of Shares by Shareholders for the Consideration Shares may not constitute a taxable disposal of the relevant Shares for the purposes of UK taxation of chargeable gains on the basis that the Rollover Relief may be available. If Rollover Relief applies, on the issue of Consideration Shares, a Shareholder's base cost allocated to the corresponding Shares will be attributed to the new holding of Consideration Shares and the Shareholder will not be regarded as having disposed of their Shares.

Shareholders who hold, alone or together with persons connected with them, more than five per cent. of the Shares in issue are advised that the Company is in the process of seeking clearance from HMRC pursuant to section 138 of the TCGA that the treatment described above is not to be prevented, solely by virtue of section 137 of the TCGA, from applying to them.

Any realisation of Consideration Shares may constitute (in the absence of special circumstances, including a realisation as part of a future re-organisation for tax purposes of the entity concerned) a taxable disposal for the purposes of UK taxation of chargeable gains of the Consideration Shares concerned, which may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains depending on the particular circumstances of the Shareholder concerned.

Dissenting Shareholders who receive cash under the Scheme may be regarded as having made a taxable (part) disposal of their Shares on distribution of cash by the Liquidators, which may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains depending on the particular circumstances of the Shareholder concerned. Restricted Shareholders that do not pay the relevant Release Amount on or before the Record Date and the holders of C Shares may also be regarded as having made a taxable disposal of their Shares in connection with the Scheme, which may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains depending on the particular circumstances of the Shareholder concerned.

Stamp duty and stamp duty reserve tax

It is not expected that the Shareholders will be liable for UK stamp duty or stamp duty reserve tax as a result of the Scheme.

General

All documents and remittances despatched to or from Shareholders or their appointed agents in connection with the Scheme will be despatched at Shareholders' own risk.

PART IV

THE SCHEME

Definitions and interpretation

Capitalised words and phrases defined in Part VII of this document shall have the same meanings when used in this Scheme. Save as otherwise provided in this Part IV, any Shares held by persons who validly exercise their rights under section 111(2) of the Insolvency Act 1986 shall be disregarded for the purposes of this Part IV and shall be treated as if those Shares were not in issue.

Apportionment of the Company’s total assets

2.1 On or prior to the Effective Date, the Liquidators shall divide the cash, undertakings and other assets of the Company into two separate and distinct funds, namely the Liquidation Pool and the Rollover Pool, as follows and in the following order:

(a) first, there shall be appropriated to the Liquidation Pool such cash, undertakings and other assets of the Company, which the Liquidators may call in, realise and convert into cash as they consider necessary, of a value calculated in accordance with paragraph 3 below and estimated by the Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of the Company, including, without prejudice to the generality of the foregoing (and save to the extent that the same have already been paid):

(i) the costs and expenses incurred and to be incurred by the Company and the Liquidators in formulating, preparing and implementing the Scheme, including the Transfer Agreement;

(ii) the costs of purchasing (or making provision for the purchase of) the interests of Shareholders who have validly exercised their rights to dissent from the Scheme under section 111(2) of the Insolvency Act 1986;

(iii) any unclaimed dividends of the Company (so far as not previously paid) and any declared but unpaid dividends of the Company;

(iv) the costs and expenses of winding up and liquidating the Company (which includes the costs and expenses in relation to the Liquidators maintaining the Company in liquidation), including the fees and expenses of the Liquidators and the Registrars;

(v) any tax liabilities of the Company; and

(vi) an amount considered by the Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of the Company,

in each case including any VAT in respect thereof; and

(b) second, there shall be appropriated to the Rollover Pool all the cash, undertakings and other assets of the of the Company (including, without limitation, the right to receive any and all income, dividends, distributions, interest and other rights and benefits attaching thereto or accruing therefrom including any such income, dividend, distribution, interest or other right or benefit on any investments marked “ex” the relevant income, dividend, distribution, interest or other right or benefit at, prior to or following the Effective Date) remaining after the appropriation referred to in paragraph 2.1(a) above.

Calculations of value

3.1 Except as otherwise provided in the Scheme, for the purposes of calculating the value of the Company’s assets at any time and date at which the calculation of value is required by the Scheme (including for the purposes of paragraph 2.1(a) above), the assets and liabilities of the Company set out below shall be valued on the following basis:

(a) investments which are listed, quoted or traded either on a recognised stock exchange or AIM shall be valued by reference to the bid price on the principal stock exchange where the relevant investment is listed, quoted or traded at the Relevant Time and according to the prices shown by the relevant exchange’s method of publication of prices for such investments or, in the absence of such recognised method, by the latest price available prior to the Relevant Time. If the relevant exchange is not open for business at the Relevant Time, the investments will be valued

as at the latest day prior to the relevant date on which the relevant stock exchange was open for business;

(b) unquoted investments, and listed investments which are subject to restrictions on transferability or which, in the opinion of the Special Committee (or a duly constituted committee thereof) are otherwise illiquid, shall be valued at their fair value as determined by the Special Committee;

(c) cash and deposits with, or balances at, banks together with all bills receivable, money market instruments and other debt securities not included in paragraphs 3.1(a) or 3.1(b) above and held by the Company as at the Relevant Time will be valued at par (together with accrued interest);

(d) any sums owing from debtors (including any dividends due but not paid and any accrual of interest on debt-related securities to the extent not already taken into account under subparagraph 3.1(b) above) as at the Relevant Time shall be valued at their actual amount less such provision for diminution of value (including provisions for bad or doubtful debts or discount to reflect the time value of money) as may be determined by the Special Committee and/or the Liquidators;

(e) assets denominated in currencies other than sterling will be converted into sterling at the closing mid-point rate of exchange of sterling and such other currencies prevailing as at the Relevant Time as may be determined by the Special Committee and/or the Liquidators; and

(f) liabilities shall be valued in accordance with the Company's normal accounting policies.

In this paragraph 3.1, the "Relevant Time" means the time and date at which any calculation of value is required by the Scheme to be made. The Special Committee shall consult with the Liquidators and the RTW Bio Directors in making determinations pursuant to this paragraph 3.1.

3.2 For the purposes of calculating the value of the Company's assets in an ordinary winding up of the Company, (including where such valuation is used for the purposes of determining the purchase price for any Dissenting Shareholders' Shares, as described in paragraph 15 below) the assets and liabilities of the Company shall be valued on the basis set out in paragraph 3.1 above, taking into account, amongst other factors, the potential discount on the realisation of the listed and unquoted assets of the Company, market factors that would be applicable in such a realisation process, the impact on value caused by a condensed wind up period, the costs associated with such a realisation strategy and any exit or other termination costs that the Company would incur on a winding up of the Company.

3.3 Notwithstanding the foregoing, the Special Committee may, in their absolute discretion (but in consultation with the Liquidators), permit an alternative method of valuation to be used if, acting in good faith, they consider that such valuation better reflects the fair value of any asset or security.

3.4 None of the Special Committee, the RTW Bio Directors nor the Liquidators shall be under any liability by reason of the fact that a price reasonably believed to be the appropriate market price of any listed investment or any valuation reasonably believed to be appropriate may subsequently be found not to have been the appropriate market price or valuation, except in the case of fraud or bad faith.

4. Provision of information by the Liquidators

On the Effective Date, the Company shall, on the instructions of the Liquidators, procure that there shall be delivered to RTW Bio and RTW Subsidiary particulars of the cash, assets and undertakings comprising the Rollover Pool in accordance with the terms of the Transfer Agreement and a list, certified by the Registrars, of the names and addresses of each Shareholder, the numbers of Shares held by each of them on the Record Date and the entitlements of such Shareholders to Consideration Shares under the Scheme (including any Restricted Overseas Shareholders, save that Consideration Shares to which the Restricted Overseas Shareholders are entitled will be issued to the Liquidators as nominee for the Restricted Overseas Shareholders).

5. Transfer of assets and liabilities

5.1 On the Effective Date, the Liquidators (in their personal capacity and on behalf of the Company) shall enter into and implement the Transfer Agreement (subject to such modifications as may be agreed between the parties thereto), whereby the Liquidators shall procure the transfer of the cash, undertakings and other assets of the Company comprising the Rollover Pool to RTW Subsidiary in

exchange for the issue of Consideration Shares to eligible Shareholders on the basis set out in paragraph 6.1 of this Part IV.

5.2 The Transfer Agreement provides that the assets to be transferred to RTW Subsidiary shall be transferred with such rights and title as the Company may have in respect of the same or any part thereof subject to and with the benefit of all and any rights, restrictions, obligations, conditions and agreements affecting the same or any part thereof, including the right to all income, dividends, distributions, interest and other rights and benefits attaching thereto or accruing therefrom, including any such income, dividend, distribution, interest or other right or benefit on any investments marked "ex" the relevant income, dividend, distribution, interest or other right or benefit at, prior to or following the Effective Date.

5.3 The Transfer Agreement further provides that the Company, acting by the Liquidators, insofar as they are reasonably able to do so by law or otherwise, shall comply with all reasonable requests made by RTW Subsidiary in respect of the Rollover Pool and shall, in particular, account to RTW Subsidiary for all income, dividends, distributions, interest and other rights and benefits in respect of the assets comprising the Rollover Pool received after the Effective Date, including any such income, dividend, distribution, interest or other right or benefit on any investments marked "ex" the relevant income, dividend, distribution, interest or other right or benefit at, prior to or following the Effective Date.

6. Issue of Consideration Shares

6.1 In consideration for the transfer of the Rollover Pool to RTW Subsidiary in accordance with paragraph 5 above, the Consideration Shares shall be issued to each eligible holder of Shares appearing in the Register of the Company on the Record Date (other than any such holders who shall have validly exercised their rights in accordance with section 111(2) of the Insolvency Act 1986 and subject to paragraphs 13 and 14) on the following basis:

1.4633 Consideration Shares in exchange for each Share

6.2 The Consideration Shares to be issued pursuant to paragraph 6.1 shall be allotted (credited as fully paid and ranking pari passu in all respects with existing shares in the capital of RTW Bio, and free from all mortgages, charges, liens, encumbrances or other third party rights or interests) to the Liquidators (as nominee for the Shareholders entitled thereto) as soon as practicable after the delivery to RTW Subsidiary of the particulars referred to in paragraph 4 above, whereupon the Liquidators shall renounce the relevant Consideration Shares to the Shareholders entitled thereto in accordance with the terms of this Scheme and the Transfer Agreement, and RTW Bio shall issue such Consideration Shares to such Shareholders (save for those Consideration Shares to which Restricted Overseas Shareholders are entitled, which will be issued to the Liquidators as nominee for the Restricted Overseas Shareholders as set out in paragraph 14). RTW Bio shall:

(a) in the case of the Consideration Shares issued in certificated form, arrange for the despatch of certificates for such shares issued under the Scheme to the Shareholders entitled thereto at their respective addresses in the Register (and, in the case of joint holders, to the address of the first-named) or to such other person and address as may be specified by such persons in writing, in each case at the risk of the persons entitled thereto; and

(b) in the case of the Consideration Shares issued in uncertificated form, procure that Euroclear is instructed on the Business Day following the Effective Date (or as soon as practicable thereafter) to credit the appropriate stock accounts in CREST of the Shareholders entitled thereto with their respective entitlements to Consideration Shares issued under the Scheme.

6.3 Fractional entitlements to Consideration Shares issued pursuant to the Scheme will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number. No cash payment shall be made or returned in respect of any fractional entitlements which will be retained for the benefit of RTW Bio.

6.4 No Consideration Shares will be issued under the Scheme to the holders of the C Shares (which constitute a different class of shares in the Company than the Shares) or in respect of any shares in the Company held in treasury.

6.5 RTW Bio shall be entitled to assume that all information delivered to it in accordance with paragraph 4 above is correct and to utilise the same in procuring registration in the RTW Bio register of members of the holders of the Consideration Shares issued under the Scheme.

Application of the Liquidation Pool

7.1 On and following the Effective Date, the Liquidation Pool shall be applied by the Company (acting by the Liquidators) in discharging the liabilities of the Company (including those referred to in paragraph 2.1 above).

7.2 To the extent that any part of the Liquidation Pool is not subsequently required to discharge the Company's liabilities, at the conclusion of the liquidation of the Company, any surplus remaining in the Liquidation Pool shall be transferred to RTW Subsidiary at the conclusion of the liquidation of the Company in accordance with the terms of the Transfer Agreement, without any further Consideration Shares being issued.

Modifications

The provisions of the Scheme shall have effect subject to such non-material modifications or additions as the Special Committee and the parties to the Transfer Agreement may from time to time approve in writing.

Reliance on information
The Company, the Special Committee, the Liquidators and RTW Bio shall be entitled to act and rely, without enquiry, on any information furnished or made available to them or any of them (as the case may be) in connection with the Scheme and the Transfer Agreement, including, for the avoidance of doubt, any certificate, opinion, advice, valuation, evidence or other information furnished or made available to them by the Company, the Special Committee (or any of its members), RTW Bio, the RTW Bio Directors (or any of them) or the Registrars, auditors, bankers or other professional advisers, and no such person shall be liable or responsible for any loss suffered as a result thereof by the Company, any Shareholder, RTW Bio or any RTW Bio Shareholder.
Liquidators' liability

Nothing in the Scheme or in any document executed under or in connection with the Scheme shall impose any personal liability on the Liquidators save for any liability arising out of any negligence, fraud, bad faith, breach of duty or wilful default by the Liquidators in the performance of their duties and this shall, for the avoidance of doubt, exclude any such liability for any action taken by the Liquidators in accordance with the Scheme, the Transfer Agreement or any act which the Liquidators do or omit to do at the request of RTW Bio or RTW Subsidiary.

Conditions

12.1 The Scheme is conditional upon:

(a) the passing of the Resolutions to be proposed at the First General Meeting and the Second General Meeting (or any adjournment of those meetings);

(b) any Shareholders exercising dissenter rights pursuant to Section 111 of the Insolvency Act 1986 during the dissenting period (as set out in such act), in respect of no more than two per cent of the Shares in aggregate (as at the date of the First General Meeting);

(d) the UK Listing Authority, having acknowledged to the Company or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Consideration Shares to the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as notice of admission to the Official List has been issued by the Financial Conduct Authority and any listing conditions having been satisfied and the London Stock Exchange having acknowledged to the Company or its agent (and such acknowledgement not having been withdrawn) that the Consideration Shares will be admitted to trading, subject only to allotment.

12.2 RTW OpCo may, by written notice to the Company, waive the condition set out at paragraph 12.1(b) in whole or in part at any time before the Longstop Date, save that RTW OpCo shall not waive the condition set out at paragraph 12.1(b) without prior consultation with the Company

and without taking into account its reasonable views. Save for the condition set out in paragraph 12.1(b), the conditions set out in paragraph 12.1 are not capable of being waived.

12.3 If, within seven days after the passing of the Resolution proposed at the First General Meeting, Shareholders who were on the Register of the Company at the Voting Record Time for the First General Meeting validly exercise their rights under section 111(2) of the Insolvency Act 1986 in respect of more than two per cent. of the issued Shares (as at the date of the First Shareholder Meeting), and RTW OpCo notifies the Company that the condition set out at paragraph 12.1(b) has not been waived in accordance with paragraph 12.2, the Special Committee shall not proceed with the Scheme.

12.4 Subject to paragraphs 12.1 and 12.6, the Scheme shall become effective on the date on which the Resolution for the winding up of the Company to be proposed at the Second General Meeting (or any adjournment thereof) is passed.

12.5 If it becomes effective, the Scheme shall, subject to the rights of any Shareholders who have validly exercised their rights under section 111(2) of the Insolvency Act 1986, be binding on all Shareholders and on all persons claiming through or under them.

12.6 Unless the conditions set out in paragraph 12.1 have been satisfied or, to the extent permitted, waived at or before 31 March 2024, the Scheme shall not become effective.

13. Restricted Shareholders

In order for Restricted Shareholders to be released from the restrictive undertakings set out in the Restricted Share Agreement and be entitled to receive any distribution on a liquidation of the Company in respect of the Restricted Shares, Restricted Shareholders are required to pay the Release Amount. Accordingly, in order for Restricted Shareholders to receive Consideration Shares under the Scheme, they are required to pay the relevant Release Amount on or before the Record Date. If any Restricted Shareholder does not pay the Release Amount on or before the Record Date, the Liquidator shall instruct RTW Bio not to allot to it Consideration Shares in respect of those Restricted Shares. In this case, the relevant Restricted Shareholders will not be issued Consideration Shares, and will not receive any other consideration under the Scheme, in respect of those Restricted Shares.

14. Overseas Shareholders

14.1 Any Consideration Shares allotted to the Liquidators and which would otherwise be issued to an Restricted Overseas Shareholder pursuant to the Scheme will instead be issued to the Liquidators as nominees on behalf of such Restricted Overseas Shareholder, who will arrange for such Consideration Shares to be sold promptly by a market maker (without regard to the personal circumstances of the relevant Restricted Overseas Shareholder and the value of the Shares held by the relevant Restricted Overseas Shareholders), in circumstances in which (i) the Liquidators and/or RTW Bio, acting reasonably, consider that, notwithstanding that Restricted Overseas Shareholder's entitlement to such Consideration Shares under the Scheme, any such issue of Consideration Shares to such Restricted Overseas Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or (ii) the Liquidators and/or RTW Bio reasonably believe that the same may violate any applicable legal or regulatory requirements or may require RTW Bio to become subject to additional regulatory requirements (to which it would not be subject but for such issue), and in each case the Liquidators and/or RTW Bio, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Restricted Overseas Shareholder is permitted to hold Consideration Shares under any relevant securities laws or regulations of such overseas jurisdictions (or that the Company would not be subject to any additional regulatory requirements to which it would not be subject but for such issue).

14.2 The net proceeds of such sales (after deduction of any costs incurred in effecting such sales) will be paid to the relevant Restricted Overseas Shareholders entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale.

15. Dissenting Shareholders

Shareholders on the Register of the Company at the Voting Record Time who do not vote in favour of the Resolution to approve the Scheme at the First General Meeting have the right, under section 111(2) of the Insolvency Act, to dissent from the Scheme in writing to the proposed Liquidators at the Company's registered office within seven days after the passing of such special resolution. In respect

of Shareholders who formally dissent from the Scheme by validly exercising their rights under section 111(2) of the Insolvency Act, the Special Committee, in consultation with the Liquidators, will appropriate an amount of cash, undertaking and other assets of the Company to the Liquidation Pool which, at their discretion, they believe is sufficient to purchase the interests of such Shareholders. The Liquidators will offer to purchase the interests of the Dissenting Shareholders at the realisation value, this being an estimate of the amount a Shareholder would receive per Share in an ordinary winding up of the Company if all of the assets of the Company had to be realised and distributed to Shareholders. It is expected that the purchase price for such Dissenting Shareholders' Shares will not exceed the value of the lower of: (i) that which the Dissenting Shareholder(s) would receive on an ordinary winding up of the Company, as calculated in accordance with paragraph 3 of Part IV of this document; and (ii) that which the Dissenting Shareholder(s) would receive under the terms of the Scheme, if they had not exercised their rights under section 111(2) of the Insolvency Act, to dissent from the Scheme. The purchase price will be paid to such Dissenting Shareholder(s) once all the liabilities have been settled or provided for to the Liquidators' satisfaction.

16. General

16.1 Any instructions for the payment of dividends on Shares in force on the Effective Date and lodged with the Company and/or the Registrars shall, unless and until revoked by notice in writing to the Registrars, continue to apply in respect of distributions or allocations of, or the other application of, monies under the Scheme or in respect of the issue of Consideration Shares under the Scheme.

The Scheme shall be governed by, and construed in accordance with, English law.

PART V

RISK FACTORS

The risks referred to in this section are the material risks known to the Special Committee at the date of this document which the Special Committee believes Shareholders should consider prior to deciding how to cast their votes at the General Meetings, but may not be the only risks to which the Shareholders might be exposed. Shareholders should consider the following risks and uncertainties together with all the other information set out in, or incorporated by reference into, this document prior to making any decision as to whether or not to vote in favour of the Scheme. Additional risks and uncertainties, which are currently unknown to the Company, or that the Company does not currently consider to be material, may materially affect the business of the Company and/or RTW Bio and could have material adverse effects on the business, financial condition, results of operations and prospects of the Company and/or RTW Bio. If any of the following risks were to occur, the business, financial condition, results of operations and/or prospects of the Company and/or RTW Bio could be materially adversely affected and the value of the Shares and/or the Consideration Shares could decline and Shareholders could lose all or part of the value of their investment in the Shares and/or the Consideration Shares. Shareholders in any doubt about the action they should take should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 without delay.

General

Any investment in RTW Bio will be governed by the full RTW Bio Prospectus published by RTW Bio. Accordingly, Shareholders are strongly advised to read the RTW Bio Prospectus and, in particular, the risk factors contained therein.

The Scheme

Implementation of the Scheme is subject to the satisfaction of the conditions set out in paragraph 12 of Part IV of this document.

There is no guarantee that these conditions will be satisfied. In the event that any of the conditions of the Scheme are not satisfied, the Scheme will not be implemented.

As a condition to their clearance of the Share Purchase, the FCA may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the business of the RTW Group. These requirements, limitations, costs, divestitures or restrictions could jeopardise or delay the consummation of the Scheme or may reduce the anticipated benefits of the Scheme.

Dissenting Shareholders

In respect of any Dissenting Shareholders, the Liquidators will retain an amount of cash, undertaking and securities of the Company in the Liquidation Pool which, at their discretion, they believe is sufficient to purchase the interests of such Shareholders. It is expected that the purchase price for such Dissenting Shareholders' Shares will not exceed the value of the lower of: (i) that which the Dissenting Shareholder(s) would receive on an ordinary winding up of the Company; and (ii) that which the Dissenting Shareholder(s) would receive under the terms of the Scheme, if they had not exercised their rights under section 111(2) of the Insolvency Act, to dissent from the Scheme. The purchase price will be paid to such Dissenting Shareholder(s) once all the liabilities have been settled or provided for to the Liquidators' satisfaction.

RTW Bio

Any investment in Consideration Shares issued by RTW Bio will be governed by the RTW Bio Prospectus and the articles of association of RTW Bio. Shareholders should read the full text of the RTW Bio Prospectus.

An investment in RTW Bio is suitable only for investors who are capable of evaluating the risks of such an investment and who have sufficient resources to bear any loss which might result from such an investment (which may be equal to the whole amount invested).

Shares in RTW Bio are designed to be held over the long-term and may not be suitable as short-term investments. The value of an investment in RTW Bio and the income derived from it, if any, may go down as well as up. There can be no guarantee that any appreciation in the value of RTW Bio's investments will occur and investors may not get back the full value of their investment. There can be no guarantee that the investment objectives of RTW Bio will be achieved or provide the returns sought by RTW Bio.

The past performance of RTW Bio is not a guide to its future performance.

Although the Consideration Shares are expected to be listed on the Official List and admitted to trading on the London Stock Exchange’s Main Market, it is possible that there may not be a liquid market in them and shareholders may have difficulty selling them.

RTW Bio has no employees and all of the RTW Bio Directors have been appointed on a non-executive basis. Whilst RTW Bio has taken all reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations, RTW Bio is reliant upon the performance of third-party service providers for its executive functions. In particular, RTW, the RTW Administrator and RTW Bio’s registrar will be performing services which are integral to the operation of RTW Bio. Further, the terms of appointment of RTW, the RTW Administrator and RTW Bio’s registrar provide that such third-party service providers may terminate their engagement on notice to RTW Bio. Misconduct by employees of those service providers, any failure by any service provider to carry out its obligations to RTW Bio in accordance with the terms of its appointment, or the termination of those appointments could have an adverse effect on RTW Bio’s portfolio and RTW Bio’s financial condition, business, results of operations and/or prospects, with a consequential adverse effect on the market value of the Consideration Shares.

The prospect of the Scheme could cause disruptions in the businesses of the Arix Group and/or the RTW Group, which could have material adverse effects on their businesses and/or financial results.

The prospect of the Scheme could cause disruptions to the businesses of the Arix Group and/or the RTW Group. If the Arix Group and the RTW Group fail to manage these risks effectively, the business and/or financial results of the RTW Group, as enlarged following the Scheme becoming effective, could be adversely affected.

The Company, RTW Bio and RTW OpCo may incur higher than expected transaction and Scheme-related costs, and integration costs.

The Company, RTW Bio and RTW OpCo will incur legal, accounting, financing and transaction fees and other costs related to the Scheme. Some of these costs are payable regardless of whether the Scheme becomes effective and such costs may be higher than anticipated.

Taxation

Statements in this document concerning the taxation of Shareholders are based on current UK tax law and HMRC practice, which are subject to change, possibly with retrospective effect. The information in this document relating to tax law and HMRC practice is given by way of general summary and does not constitute legal or tax advice to Shareholders.

The Company is in the process of seeking clearance from HMRC under section 138 of the TCGA that section 136 of the TCGA will not be prevented from applying to the Scheme by virtue of section 137 of the TCGA.

The Special Committee has been advised that the exchange of Shares by Shareholders for the Consideration Shares may not constitute a taxable disposal of the relevant Shares for the purposes of UK taxation of chargeable gains, but Shareholders should seek their own legal and tax advice.

A subsequent disposal of RTW Bio Ordinary Shares may constitute a disposal for UK tax purposes and may, depending on a Shareholder’s particular circumstances, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains.

PART VI

ADDITIONAL INFORMATION

Share Capital

1.1 As at the Latest Practicable Date, the issued and fully paid up share capital of the Company comprised 135,609,653 Shares and 49,671 C Shares.

1.2 As at the Latest Practicable Date, RTW Bio had 212,389,138 RTW Bio Ordinary Shares in issue and the unaudited NAV per RTW Bio Ordinary Share as at 30 November 2023 (being the date of the latest published net asset values as at the Latest Practicable Date) was $1.65.

Disclosure of interests

2.1 As at the Latest Practicable Date, the interests of the Directors or their immediate families in the share capital of the Company (all of which are beneficial unless otherwise stated):

(a) which have been or will be required to be notified to the Company pursuant to the Disclosure Guidance and Transparency Rules; or
(b) being interests of persons closely associated with a Director which would, if such person were a Director, be required to be disclosed under (a) above and the existence of which was known to or could, with reasonable due diligence, be ascertained by the Director, were as follows:

Name of Director	Ordinary Shares held
Debra Barker	50,000
Peregrine Moncreiffe	719,000
Andrew Smith	25,000

2.2 None of the Directors has any interest, direct or indirect, in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company and which was effected by the Company during the current or immediately preceding financial year or during any earlier financial year and which remains in any respect outstanding or unperformed.

Transfer Agreement

3.1 Provided that all the conditions to the Scheme are satisfied and the Scheme becomes effective, the Company will enter into the Transfer Agreement with the Liquidators (in their personal capacity), RTW, RTW Bio and either RTW OpCo or RTW UK pursuant to the Scheme. The Transfer Agreement is, as at the date of this document, in a form agreed between the Company, the Liquidators and RTW Bio. The Transfer Agreement provides, among other things, that the cash, undertakings and other assets of the Company in the Rollover Pool are to be transferred to RTW Subsidiary in consideration for the allotment by RTW Bio of Consideration Shares to the Liquidators, as nominees for Shareholders entitled to them in accordance with the Scheme. Thereafter, the Liquidators will renounce the allotments of the Consideration Shares in favour of such Shareholders and such Consideration Shares will be issued by RTW Bio to such Shareholders pursuant to the Scheme. The Transfer Agreement excludes any liability on the part of the Liquidators for entering into and carrying into effect the Transfer Agreement, save for any liability arising out of negligence, fraud, bad faith, breach of duty or wilful defiance by Liquidators in the performance of their duties.

3.2 The Transfer Agreement will be available for inspection as stated in paragraph 7 below.

Co-operation Agreement

4.1 The Company, RTW Bio and RTW OpCo have entered into a Co-operation Agreement pursuant to which the Company has undertaken to co-operate with RTW Bio, RTW OpCo and their advisors for the purposes of implementing the Scheme and to not solicit a competing proposal. RTW Bio and RTW OpCo have undertaken to use reasonable endeavours to gain approval from the FCA for the change of control following the Share Purchase.

4.2 RTW OpCo has agreed to provide the Company promptly with such information, assistance and access as may reasonably be required for the preparation of this document and any other document published in connection with the Scheme. The Company has agreed to provide RTW Bio with such information,

assistance and access as may reasonably be required for the preparation of the RTW Bio Prospectus and any other document published in connection with the Scheme.

4.3 The parties have agreed to mutual covenants in respect of the conduct of their respective businesses from the date of the Co-operation Agreement until the Effective Date.

4.4 From the date on which completion of the Share Purchase occurs and for as long as the Co-operation Agreement remains in effect, RTW OpCo will have the right to appoint:

up to two Directors to the Board, whilst a member of the RTW Bio Group holds at least 20 per cent. of the Shares; and
one Director, whilst a member of the RTW Group holds at least 10 per cent. of the Shares but less than 20 per cent.

4.5 The Co-operation Agreement will terminate if, among others, one or more of the following occurs:

if agreed in writing between the Company, RTW Bio and RTW OpCo;
if the Scheme is withdrawn by the Company or lapses;
if the Effective Date has not occurred by the Longstop Date;
if Shareholders vote at the First General Meeting and such vote does not achieve the requisite majorities for the Resolutions to be passed;
the Company serves written notice that a competing transaction completes, becomes or is declared unconditional, or becomes effective; or
the Special Committee withdraws, adversely modifies or adversely qualifies its recommendation of the Scheme.

4.6 The Company has undertaken to pay a termination fee of £1,526,796.19 (being a sum equal to 1% of the Company's market capitalisation as at the Business Day prior to the date of the Co-operation Agreement) to RTW Bio if either:

the Special Committee withdraws, adversely modifies, or adversely qualifies their recommendation of the Scheme and RTW Bio exercises its related right to terminate the Co-operation Agreement; or
the General Meetings are not held by certain longstop dates as set out in the Co-operation Agreement (except (i) in each case, where an adjournment of such meeting is necessary due to an administrative or technical reason or in an emergency or, (ii) where the Second General Meeting has not been held before the agreed longstop date because completion of the Share Purchase has not occurred due to default on the part of RTW Bio).
Investment Management Agreement

5.1 The Company and RTW have entered into an investment management agreement dated 1 November 2023, pursuant to which RTW will be appointed to provide investment management services to the Company if the Scheme is not implemented, with sole responsibility for providing discretionary portfolio management and risk management services to the Company, and to advise the Company on a day-to-day basis, in each case in accordance with the investment guidelines contained in the IMA. RTW's activities under the IMA are subject to the overall policies and the general supervision, review and control of the Board. Under the terms of the IMA, RTW has discretion to hold, invest in, subscribe for, buy or otherwise acquire and sell or otherwise dispose of investment assets for the account of the Company. The IMA will take effect in the event that the Share Purchase has been completed but the Scheme is not approved by Shareholders.

Key Person

5.2 The Key Person under the IMA is Roderick Wong, M.D.

Borrowings

5.3 RTW has the discretion to commit the Company to:

borrowing facilities such as bank borrowings and private placement facilities in order to seek to enhance income returns, long-term capital growth and capital flexibility; and
borrowing facilities such as overdrafts, revolving credit or acquisition finance facilities to temporarily finance acquisitions or meet working capital requirements,

in each case: (i) if RTW reasonably considers these to be in the Company’s best interests; and (ii) in accordance with the investment guidelines contained in the IMA.

Liability and indemnity

5.4 Under the IMA, RTW is not liable to the Company for any loss, claim, costs, charges and expenses, liabilities or damages arising out of the proper performance by RTW (or any of its associates, delegates or agents, and the officers, partners, directors or employees of RTW, or its associates, delegates or agents (a “Manager Indemnified Person”)) of its obligations under the IMA unless resulting from (i) the fraud, gross negligence, wilful misconduct, bad faith, or knowing violation of applicable securities laws, or (ii) without limiting (i), a material breach of the service standard under the IMA, where such breach is capable of remedy, RTW fails to remedy such breach within 30 days after receiving notice from the Company requiring the same to be remedied, and, as a direct result, the Company has suffered such a loss, claim, cost, charge and expense, liability or damage of an amount equal to or greater than 10 per cent. of the net asset value of the Company as at the date of such breach, by any Manager Indemnified Person acting on RTW’s behalf.

5.5 RTW shall not be liable in any circumstances for any losses that constitute indirect, special or consequential loss, or loss of profits, opportunity, goodwill or reputation arising out of or in connection with the IMA.

5.6 The Company shall indemnify each Manager Indemnified Person against all claims by third parties which may be made against such Manager Indemnified Person in connection with the provision of services under the IMA except to the extent that the claim is due to (i) the fraud, gross negligence, wilful misconduct, bad faith or knowing violation of applicable securities laws, or (ii) without limiting (i), a material breach of the service standard under the IMA, where such breach is capable of remedy, RTW fails to remedy such breach within 30 days after receiving notice from the Company requiring the same to be remedied and, as a direct result, the Company has suffered a loss of an amount equal to or greater than 10 per cent. of NAV of the Company as at the date of such breach, by any Manager Indemnified Person acting on RTW’s behalf.

Service Standard

5.7 RTW is required, under the terms of the IMA, to perform its obligations with the following standard of care:

such skill and care as would be reasonably expected of a professional discretionary investment manager with equivalent obligations to RTW under the IMA, managing in good faith an investment company of comparable size, complexity, regulatory status, and investment guidelines, to the Company; and
for such purposes, ensuring that its obligations under the IMA are performed (including with appropriate dedication of time and resource) by a team of appropriately qualified, trained and experienced professionals reasonably acceptable to the Board.

Management Fee and Performance Fee

5.8 Under the IMA, the Company is required to pay a management fee (the “Management Fee”) to RTW. The Management Fee is an annual fee payable monthly in advance calculated at the rate of 1.25 per cent. per annum of the net asset value of the Company (based on the net asset value on the last business day of the previous month). The Management Fee is payable on a pro-rata basis in respect of any period for which such fee is payable that is less than a complete month.

5.9 RTW may also be entitled to receive from the Company a performance fee (the “Performance Fee”), in respect of each period ending on 31 December (a “Calculation Date”) (or, in the event that the IMA is terminated or the Company is wound-up, the date of such termination or winding-up (inclusive) and beginning on the business day immediately following the last Performance Fee Period

in respect of which a Performance Fee has been paid or, if no Performance Fee has been paid, the period from the effective date of the IMA (a “Performance Fee Period”).

5.10 The payment of any Performance Fee by the Company is conditional upon whether the “Adjusted Net Asset Value per Share” (being the NAV per Share adjusted by deducting unrealised gains and unrealised losses in respect of privately-held LifeSci companies in which the Company invests, that are included in the NAV per Share on the basis of valuations provided by RTW) on the Calculation Date would be greater than or equal to the Hurdle Amount. The “Hurdle Amount” represents an 8 per cent. annualised compounded rate of return in respect of the Adjusted Net Asset Value per Share from the start of the initial Performance Fee Period through the then current Performance Fee Period.

5.11 The Performance Fee is an amount equal to:

$$((\mathbf{A} - \mathbf{B})\mathbf{x}\mathbf{C})\mathbf{x}20 \text{ per cent.}$$

where:

A is the Adjusted Net Asset Value per Share on the Calculation Date, adjusted by:

adding back (i) the total net distributions (if any) per Share (whether paid, or declared but not yet paid) during the Performance Fee Period; and (ii) any accrual for the Performance Fee for the current Performance Fee Period reflected in the Company’s NAV per Share; and
deducting any accretion in the NAV per Share resulting from either the issuance of Shares at a premium or the repurchase or redemption of Shares at a discount during the Performance Fee Period;

B is the Adjusted Net Asset Value per Share at the start of the Performance Fee Period; and

C is the time weighted average number of Shares in issue during the Performance Fee Period.

5.12 The Performance Fee is payable in cash no later than 20 business days after the end of the relevant Performance Fee Period. If, following the publication of the audited financial statements relating to such Performance Fee Period, it is determined that the Performance Fee had been underpaid or overpaid, a balancing payment will be made by the Company or RTW, as appropriate.

Expenses

5.13 The Company shall pay or reimburse RTW in respect of all of its out-of-pocket expenses properly incurred in respect of the performance of its obligations under the IMA, including but not limited to third-party due diligence costs, advisory, legal, consultancy or expert fees, appraisal fees, broking fees, insurers’ fees, debt and equity structuring fees, bank fees, intermediary fees, accountancy or valuer advisory fees, contractors’, engineers’ or surveyors’ fees, research costs and licence fees, asset management, software or the like, payable in connection with the acquisition, funding, exchange, and disposal of, and day-to-day management of investments of the Company.

Termination

5.14 The IMA may be terminated by the Company or RTW on not less than twelve months’ notice to the other party, such notice not to be given earlier than the fourth anniversary of the effective date of the IMA.

5.15 The IMA may be terminated by the Company with immediate effect from the time at which notice of termination is given or, if later, the time at which such notice is expressed to take effect if:

RTW: (i) is (or states that it is) an insolvent under administration or insolvent; (ii) is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to a material part of its property; (iii) is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, dissolved (in each case, other than to carry out a reconstruction or an amalgamation while solvent on terms approved by the Company); or (iv) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed or any other action taken, in each case in connection with that person, which is reasonably likely to result in any of (i), (ii) or (iii) above;
RTW ceases to carry on its business or substantially the whole of its business;

RTW (or any Manager Indemnified Person acting on its behalf) has: (i) committed fraud, gross negligence or wilful misconduct; or (ii) breached its obligations under the Investment Management Agreement (including a breach of the service standard under the Investment Management Agreement) and, where such breach is capable of remedy, fails to remedy such breach within 30 days after receiving notice from the Company requiring the same to be remedied, and, as a result, the Company is reasonably likely to suffer a loss of an amount equal to or greater than 10 per cent. of NAV of the Company as at the date of such breach, directly or indirectly arising out of or in connection with such breach;
the dismissal, suspension, resignation or receipt of a formal notice of the intention to resign, or the death of the Key Person (a “Key Person Event”) occurs and an appropriate replacement for such Key Person has not been substituted by RTW and approved by the Board (such approval not to be unreasonably withheld or delayed) within one hundred eighty (180) days of the date on which the Key Person Event occurs;
the Principals (meaning Roderick Wong, M.D., Naveen Yalamanchi, M.D., Stephanie Sirota, Peter Fong, Gotham Makker, Robert Aurigema and such other person(s) as may be agreed between the Company and RTW from time to time) together hold less than a majority of the total voting rights in RTW;
RTW ceases to be registered as an investment adviser with the SEC under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”) or to hold any other authorisation required in order to perform its obligations under the IMA and fails to remedy the situation without any material adverse implications for the Company within such period as the Company may specify and which is reasonable in the circumstances;
the scope of RTW’s status as an investment adviser with the SEC under the Advisers Act is restricted to the extent that, in the opinion of the Company, acting reasonably, it materially impairs RTW’s ability to perform its obligations as required under the Investment Agreement;
RTW breaches any provision of the IMA and such breach results in the trading of the Company’s shares on the Main Market of the London Stock Exchange being suspended or terminated; or
the Company is required by any relevant regulatory authority to terminate RTW’s appointment.

5.16 RTW may terminate the IMA in the following circumstances:

with immediate effect from the time at which notice of termination is given or, if later, the time at which such notice is expressed to take effect, if an order has been made or an effective resolution passed for the winding-up or liquidation of the Company (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously consented to in writing by RTW, such consent not to be unreasonably withheld or delayed);
if the Board notifies RTW in writing that the Company proposes to make a material change to the investment guidelines included within the IMA, which would require approval from the Company’s shareholders and, in the reasonable opinion of RTW, the proposed change is of such significance that RTW would no longer be able to meet the requirements of the service standard under the IMA, on the earlier of: (i) the date on which the appointment of a replacement investment manager becomes effective and (ii) the business day prior to the date on which the proposed changes to the investment guidelines are intended to take effect; and
if the Company knowingly takes or knowingly omits to take any action where such act or omission would cause RTW to be in breach of any applicable legal or regulatory requirement and, where such behaviour is capable of remedy, fails to remedy the behaviour within 30 days after receiving written notice from RTW requiring the same to be remedied.

5.17 The IMA will terminate automatically upon the liquidation of the Company in connection with a scheme of reconstruction under section 110 of the Insolvency Act 1986 (subsequent to the Scheme) pursuant to which all or substantially all of the Company’s assets are transferred to RTW OpCo in exchange for the issue of shares in RTW Bio to the Company’s shareholders.

5.18 On termination of the IMA, the Company shall promptly reimburse RTW all of its out-of-pocket expenses properly incurred in respect of the performance of its obligations under the IMA up to the effective date of termination and payable by the Company in accordance with the IMA. The Company

shall also pay to RTW the Management Fee (the number of months for which the Management Fee shall be payable varies according to the clause under which the Investment Management Agreement is terminated) and any Performance Fee payable as calculated in accordance with the IMA.

Governing Law

5.19 The IMA is governed by the laws of England and Wales.

6. Miscellaneous

6.1 Jefferies has given and not withdrawn its consent to the publication of this document with the inclusion herein of the references to its name in the form and context in which they appear.

6.2 The Liquidators have given and not withdrawn their written consent to the inclusion of their names and references to them in this document in the form and context in which they appear.

7. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the registered office of the Company from the date of this document up to and including the close of business on the Effective Date:

7.1 the RTW Bio Prospectus;

7.2 the letters of undertaking to enter into the Transfer Agreement;

7.3 the agreed form Transfer Agreement;

7.4 the letters of consent from Jefferies and the Liquidators referred to in paragraphs 6.1 and 6.2 respectively; and

7.5 this document and the Form of Proxy.

5 January 2024

PART VII

DEFINITIONS

The following definitions apply throughout this document, other than in the notice of the First General Meeting, unless the context requires otherwise:

“Acacia” Merton Acquisition HoldCo LLC, a Delaware limited liability company and wholly owned subsidiary of Acacia Research Corporation, a Delaware corporation;

“Adjusted Net Asset Value” has the meaning given in paragraph 5.10 of Part VI of this document;

“Advisers Act” the United States Investment Advisers Act of 1940, as amended;

“AIM” the Alternative Investment Market of the London Stock Exchange;

“AI/QP Investor Letter” an Accredited Investor/Qualified Purchaser investor letter, the form of which is annexed to the RTW Bio Prospectus

“Announcement Date” 1 November 2023;

“Arix Group” Arix and its subsidiary undertakings;

“Arix Remuneration Committee” the remuneration committee of the Company as constituted from time to time prior to the Effective Date;

“Arix Share Plans” each of the EIP and the SIP;

“Articles” or “Articles of Association” the articles of association of the Company, as amended from time to time;

“Board” or “Directors” the directors of the Company;

“Business Day” a day on which the London Stock Exchange and banks in Guernsey are normally open for business;

“certificated” or “in certificated form” a share or other security which is not in uncertificated form;

“C Shares” the C shares in the capital of the Company with nominal value of £1 from time to time;

“Calculation Date” means the date as set out in paragraph 5.9 of Part VI of this document;

“Co-operation Agreement” the co-operation agreement entered into on 1 November 2023 between the Company, RTW Bio and RTW OpCo;

“Companies Act” the Companies Act 2006, as amended from time to time;

“Company” Arix Bioscience plc, a public limited company incorporated and registered in England (with company number 09777975) and whose registered office is Duke Street House, 50 Duke Street, London, W1K 6JL, United Kingdom;

“Consideration Shares” the new ordinary shares of no par value in the capital of RTW Bio to be issued to Shareholders and the Liquidators (as nominee for any Restricted Overseas Shareholders) pursuant to the Scheme;

“CREST” the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & International Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);

“Disclosure Guidance and Transparency Rules” the disclosure guidance and transparency rules made by the FCA under Part VII of FSMA, as amended from time to time;

“Dissenting Shareholder” a Shareholder who has validly dissented from the Scheme pursuant to section 111(2) of the Insolvency Act 1986;

"Effective Date"
the date on which the Scheme becomes effective (which is expected to be in Q1 2024);

"EIP"
the Arix Executive Incentive Plan approved by the Company's Shareholders on 19 September 2016 (as amended from time to time);

"EU AIFM Directive"
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010;

"FCA"
the Financial Conduct Authority of the United Kingdom, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof;

"First General Meeting"
the general meeting of the Company convened for 10.00 a.m. on 29 January 2024 or any adjournment of that meeting;

"Form of Proxy"
the form of proxy for use by Shareholders at the First General Meeting which accompanies this document;

"FSMA"
the UK Financial Services and Markets Act 2000, as amended;

"General Meetings"
the First General Meeting and/or the Second General Meeting, as the context requires;

"Guernsey Rules"
the Registered Collective Investment Scheme Rules 2018 issued by the Guernsey Financial Services Commission and any organisation which may replace it or take over the conduct of its affairs;

"HMRC"
HM Revenue & Customs;

"Hurdle Amount"
means the amount as set out in paragraph 5.10 of Part VI of this document;

"IMA"
the investment management agreement entered into on 1 November 2023 between the Company and RTW;

"Ineligible US Shareholder"
has the meaning given to it in the RTW Bio Prospectus;

"Jefferies"
Jefferies International Limited, a company incorporated in England with registered number 01978621, which is authorised and regulated by the FCA;

"Key Person"
Roderick Wong, M.D.;

"Key Person Event"
the dismissal, suspension, resignation or receipt of a formal notice of the intention to resign, or the death of the Key Person;

"Latest Practicable Date"
4 January 2024;

"Liquidation Pool"
the pool of cash, undertakings and other assets to be established and retained by the Liquidators in connection with the Scheme to meet all known and unknown liabilities of the Company and other contingencies;

"Liquidators"
the liquidator(s) of the Company being, initially, the persons appointed jointly and severally upon the resolution to be proposed at the Second General Meeting becoming effective;

"Listing Rules"
the listing rules of the FCA made pursuant to section 73A of FSMA;

"London Stock Exchange" or "LSE"
London Stock Exchange plc;

"Longstop Date"
31 March 2024;

"Main Market"
the London Stock Exchange's market for larger and established companies;

“Management Fee”	the management fee as set out in paragraph 5.8 of Part VI of this document;
“Manager Indemnified Person”	the officers, partners, directors or employees of RTW, or its associates, delegates or agents;
“Market Abuse Regulation”	the Market Abuse Regulation (2014/596/EU) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;
“net asset value” or “NAV”	the value of all assets of the Company or RTW Bio (as the context requires) less liabilities to creditors (including provisions for such liabilities) determined by the relevant board of directors in their absolute discretion in accordance with the valuation policy of, or accounting policies adopted by, that company, from time to time
“Official List”	the Official List maintained by the UK Listing Authority;
“Overseas Shareholder”	a Shareholder who has a registered address outside the United Kingdom, the Channel Islands and the Isle of Man or who is a citizen of, or resident in, a jurisdiction other than the United Kingdom, the Channel Islands and the Isle of Man;
“Performance Fee”	the performance fee as set out in paragraph 5.9 of Part VI of this document;
“Performance Fee Period”	the period as set out in paragraph 5.9 of Part VI of this document;
“Portfolio Company”	a target life sciences company in which RTW Bio Group invests (excluding, for the avoidance of doubt, the Company);
“Private Portfolio Company”	a privately held Portfolio Company;
“Public Portfolio Company”	a Portfolio Company listed on a public stock exchange;
“Record Date”	6:00 p.m. on the Business Day immediately preceding the date on which the Second General Meeting is to be convened, including any adjournment thereof (or such other date as determined at the sole discretion of the Special Committee), being the record date for determining Shareholders’ entitlements under the Scheme;
“Register”	the register of members of the Company;
“Registrars” or “Equiniti”	Equiniti Limited, a company incorporated in England (with registered number 06226088) and whose registered office is Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA;
“Regulation S”	Regulation S under the US Securities Act;
“Release Amount”	the amount payable by the Restricted Shareholders (being £1.80 per share) in order for the Restricted Shareholders to be released from the restrictive undertakings set out in the Restricted Share Agreement and be entitled to receive any distribution of assets on a liquidation of the Company in respect of the Restricted Shares;
“Resolution” or “Resolutions”	the special resolutions to be proposed at the General Meetings or either of them as the context may require;
“Restricted Overseas Shareholder”	a Shareholder located in a Restricted Territory;
“Restricted Share Agreement”	the restricted share agreement entered into between, amongst others, the Company and the Restricted Shareholders on 8 February 2016, as amended and restated on 2 February 2017;
“Restricted Shareholders”	holders of Restricted Shares from time to time;
“Restricted Shares”	the Shares subject to the restrictions set out in the Restricted Share Agreement;

"Restricted Territory"
Australia, Canada, Japan, New Zealand, South Africa and any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Consideration Shares;

"Rollover Pool"
the pool of cash, undertakings and other assets, to be established under the Scheme, to be transferred to RTW Subsidiary pursuant to the Transfer Agreement;

"Rollover Relief"
the UK tax relief under section 136 of the TCGA;

"RTW"
RTW Investments, LP, a limited partnership established under the laws of the State of Delaware having its principal office at 40 10th Avenue, 7th Floor, New York, N.Y. 10014, USA;

"RTW Administrator"
Elysium Fund Management Limited, a private limited company incorporated in Guernsey with registration number 45655, whose registered office is at 1st Floor, Royal Chambers, St Julian’s Avenue, St Peter Port, Guernsey, GY1 3JX’

"RTW Bio"
RTW Biotech Opportunities Ltd, a company incorporated in Guernsey (with registered number 66847) and whose registered office is PO Box 650 1st Floor Royal Chambers, St Julian’s Avenue, St Peter Port, GY1 3JX, Guernsey;

"RTW Bio Board" or "RTW Bio Directors"
the directors of RTW Bio;

"RTW Bio Group"
RTW Bio, its subsidiaries and subsidiary undertakings;

"RTW Bio Ordinary Shares"
the ordinary shares of 0.001 pence each in the share capital of RTW Bio from time to time, including the Consideration Shares if the context requires;

"RTW Bio Prospectus"
the prospectus published by RTW Bio on or around the date of this circular in relation to the issue of the Consideration Shares and their admission to the Official List and to trading on the Main Market;

"RTW Bio Shareholders"
holders of RTW Bio Ordinary Shares, including holders of the Consideration Shares if the context requires;

"RTW OpCo"
RTW Biotech Opportunities Operating Ltd, a company incorporated in Guernsey (with registered number 71312) and whose registered office is PO Box 650, 1st Floor, Royal Chambers, St Julian’s Avenue, St Peter Port, GY1 3JX, Guernsey;

"RTW Subsidiary"
the directly or indirectly wholly-owned subsidiary of RTW Bio to which the Company’s assets will be transferred pursuant to the Scheme, being either RTW OpCo or RTW UK;

"RTW UK"
a wholly-owned subsidiary of RTW Opco, to be newly incorporated in England and Wales;

"Scheme"
the proposed scheme of reconstruction and voluntary winding up of the Company under section 110 of the Insolvency Act 1986 and the issue of Consideration Shares to eligible Shareholders;

"SEC"
the US Securities and Exchange Commission and any organisation which may replace it or take over the conduct of its affairs;

"Second General Meeting"
the second general meeting of the Company to be convened on a date expected to be before the end of Q1 2024 or any adjournment of that meeting;

"Share Purchase"
the proposed purchase of 33,023,210 Shares in the share capital of the Company by RTW OpCo from Acacia pursuant to a share purchase agreement dated 1 November 2023;

"Shareholders"
holders of Shares from time to time;

"Shares" the ordinary shares in the capital of the Company with nominal value of 0.001 pence from time to time;

"SIP" the Perceptive Bioscience Share Incentive Plan approved by the Board on 4 February 2016 (as amended from time to time);

"Special Committee" the independent directors on the Board (being Peregrine Moncreiffe, Debra Barker and Andrew Smith);

"subsidiary undertaking" shall be construed in accordance with the Companies Act 2006;

"TCGA" the UK Taxation of Chargeable Gains Act 1992, as amended;

"Transfer Agreement" the agreement to be entered into on or about the Effective Date among the Liquidators (in their personal capacity and on behalf of the Company), RTW Bio and either RTW OpCo or RTW UK, the terms of which are summarised in paragraph 3 of Part VI of this document;

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;

"UK AIFMD Laws" (i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and any other implementing measure which operated to transpose the EU AIFM Directive in to UK law before 31 January 2020 (as amended from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328)); and

(ii) the UK versions of the EU AIFM Delegated Regulation and any other delegated regulations in respect of the EU AIFM Directive, each being part of UK law by virtue of the European Union (Withdrawal) Act 2018, as further amended and supplemented from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328), the Technical Standards (Alternative Investment Funds Management Directive) (EU Exit) Instrument 2019 (FCA 2019/37) and the Exiting the European Union: Specialist Sourcebooks (Amendments) Instrument 2019 (FCA 2019/25);

"UK Listing Authority" the FCA acting in its capacity as the competent authority for listing pursuant to Part VI of the Financial Services and Markets Act 2000;

"uncertificated" or "in uncertificated form" a share or other security title to which is recorded in the register of the share or other security concerned as being held in uncertificated form (i.e., in CREST) and title to which may be transferred by using CREST;

"US", "USA" or "United States" the United States of America, its territories, possessions, any state of the United States of America, and the District of Columbia;

"US Person" a "U.S. person" as such term is defined under Regulation S;

"US Securities Act" the US Securities Act of 1933, as amended;

"VAT" value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto; and

"Voting Record Time" 6.30 p.m. on 25 January.

All times referred to are London time unless otherwise stated.

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

ARIX BIOSCIENCE PLC
(Incorporated in England and Wales with Registered No. 09777975)

NOTICE OF FIRST GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Arix Bioscience plc (the "Company") will be held at 10.00 a.m. on 29 January 2024 at Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ, for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

THAT,

subject to the fulfilment (or, to the extent permitted, earlier waiver) of the conditions set out in paragraph 12 of the scheme of reconstruction (the "Scheme") contained in Part IV of the circular to the shareholders of the Company dated 5 January 2024, a copy of which has been produced to the meeting and signed for the purpose of identification by the Chairman thereof (the "Circular"):

(a) notwithstanding anything to the contrary in the Company's articles of association (the "Articles"), the Scheme, as set out in Part IV of the Circular, be and is hereby approved and the Directors of the Company and the liquidators of the Company (the "Liquidators"), when appointed, be and are hereby authorised to implement the Scheme and to execute any document and do anything for the purpose of carrying the Scheme into effect;

(b) in particular and without prejudice to the generality of sub-paragraph 1(a) above, the Liquidators, when appointed, be and are hereby authorised and directed, pursuant to section 110 of the Insolvency Act 1986 and this resolution and the Articles as amended by this resolution:

(i) to enter into and give effect to the Transfer Agreement (as defined in the Circular) (in their personal capacity and on behalf of the Company) in the form of the draft produced to the meeting (and signed for the purpose of identification by the Chairman thereof) with such non-material amendments thereto as the Directors and the parties to such agreement may agree;

(ii) to procure that the Rollover Pool (as defined in the Circular) be vested in RTW Subsidiary (as defined in the Circular) (or its nominees) on and subject to the terms of the Transfer Agreement;

(iii) to convert into cash any assets in the Liquidation Pool (as defined in the Circular) and to raise the money to purchase the interests of any members of the Company who shall have validly exercised their rights under section 111(2) of the Insolvency Act 1986 out of the Liquidation Pool (as set out in the Scheme);

(iv) to request RTW Biotech Opportunities Ltd to allot and issue RTW Bio Ordinary Shares (as defined in the Circular) in the capital of RTW Biotech Opportunities Ltd, credited as fully paid, on the basis described in the Transfer Agreement for distribution among the holders of ordinary shares in the capital of the Company entitled thereto under the Scheme (or to the Liquidators as nominee on their behalf) by way of satisfaction and discharge of their respective interests in so much of the cash, undertaking and assets of the Company as shall be transferred to RTW Subsidiary in accordance with the Transfer Agreement and with the Scheme;

(v) to transfer any surplus in the Liquidation Pool in accordance with the Scheme; and

(vi) to apply for the delisting of the Shares by the UK Listing Authority at such time as the Liquidators, in their sole discretion, shall consider appropriate; and

(i) inserting the following as a new Article 5A:

"5A Winding up in connection with the Scheme

Notwithstanding the provisions of these Articles, upon the winding-up of the Company in connection with the scheme of reconstruction (the "Scheme") set out in the circular to the members of the Company dated 5 January 2024 (the "Circular"):

(a) the liquidators of the Company will give effect to the Scheme and will enter into and give effect to the transfer agreement with RTW Biotech Opportunities Ltd and RTW Subsidiary (as defined in the Circular) (as duly amended if relevant), a draft of which was tabled at the general meeting of the Company on 29 January 2024, in accordance with the provisions of this Article;

(b) the rights of eligible holders of Ordinary Shares in respect of the assets of the Company shall be satisfied by the issue to the holders thereof of the number of Consideration Shares (as defined in the Circular) to which they are entitled in accordance with the Scheme; and

(c) any cash arising in the Company after the transfer of the Rollover Pool (as defined in the Circular) and any surplus cash or other assets remaining in the Liquidation Pool (as defined in the Circular) ("Relevant Cash") shall be dealt with in accordance with the terms of the Scheme.; and

(ii) such further amendments to the Articles as may be required to give effect to this resolution.

Dated: 5 January 2024

Registered office:
Duke Street House
50 Duke Street
London, England
W1K 6JL

By order of the Board

Company Secretary

Notes:

In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to attend and vote at the First General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the register of members of the Company as at 6:30 p.m. on 25 January 2024 or, in the event that the meeting is adjourned, 6:30 p.m. on the date which is 48 hours (excluding any part of a day that is not a working day) before the date of any adjourned meeting. Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the First General Meeting or any adjourned meeting.
All Shareholders entitled to attend and vote at the First General Meeting are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the First General Meeting. You can appoint the Chairman of the General Meeting or anyone else to be your proxy. A proxy need not be a Shareholder. A Form of Proxy is enclosed with this notice. If you think you may not be able to attend the First General Meeting, please complete and return the Form of Proxy. Please indicate how you wish your vote to be cast by inserting an "X" in the appropriate box. To appoint the Chairman as your sole proxy in respect of all your ordinary shares complete any voting instructions but leave all other proxy appointment details blank. Unless otherwise instructed, the person appointed as proxy will exercise their discretion as to how they vote or whether they abstain from voting on the Resolution and on any other business (including amendments to the Resolution and any procedural business, including any resolution to adjourn), which may come before the First General Meeting. Instructions for use are shown on the Form of Proxy. Completion and return of the Form of Proxy or any CREST Proxy Instruction (as described in note 6 below) will not preclude a shareholder from attending the First General Meeting and voting there in person.
To be valid, the Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or notarially certified copy of such power or authority) must be deposited with Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and in any event so as to be received not later than 10.00 a.m. on 25 January 2024, or, in the case of any adjournment, not later than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a working day).

A Shareholder entitled to attend and vote at the First General Meeting may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Shares. Shareholders may not appoint more than one proxy to exercise rights attached to any one Share. To appoint more than one proxy, please contact our Registrars, Equiniti, on 0371 384 2050 or, if telephoning from outside the UK, on +44 (0)371 384 2050.
Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a “Nominated Person”) should note that the provisions in notes 2 to 4 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the First General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the First General Meeting.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual and by logging on to the website euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrars (ID RA19) not later than 10.00 a.m. on 25 January 2024, or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time of the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 25 January 2024, or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time of the adjourned meeting, in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
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 relevant resolution. If no voting indication is given, your proxy will vote or

abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

As an alternative to appointing a proxy, any Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.
Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives – www.icsa.org.uk – for further details of this procedure. The guidance includes a sample form of representation letter to appoint the Chairman as a corporate representative as described in note 12 above.
In the case of joint holders of Shares, the vote of the senior holder who tenders a vote, whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
The Form of Proxy must be signed in order to be valid. Any alterations made to the form should be initialled.
If you have any questions about the First General Meeting or the Scheme or are in any doubt as to how to complete the Form of Proxy, please call the Registrars between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 384 2050 from within the UK (or on +44 (0)371 384 2050 if calling from outside the UK). The helpline cannot provide advice on the merits of the Scheme or give any financial, legal or tax advice. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

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ARIX BIOSCIENCE PLC — Proxy Solicitation & Information Statement 2024

4968_rns_2024-01-10_3d98ee3c-c2ab-4c52-b6c4-87a5e706cc48.pdf

ARIX BIOSCIENCE PLC

RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND VOLUNTARY WINDING UP OF THE COMPANY AND NOTICE OF GENERAL MEETING

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

CONTENTS

ACTIONS TO BE TAKEN BY SHAREHOLDERS

SHAREHOLDERS

General

Shareholders

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Benefits of the Scheme

Recommendation

Details of the Scheme

3. RTW Biotech Opportunities Ltd

4. RTW Investments, LP

5. Arix Bioscience plc

6. Irrevocable Undertakings

11. Conditions of the Scheme

12. Taxation

13. General Meetings

First General Meeting

Second General Meeting

Action to be taken

Form of Proxy

Restricted Shareholders

Overseas Shareholders

14. Recommendation

Investment restrictions

Leverage and borrowing limits

Capital deployment

Cash management

Share certificates

General

Restricted Shareholders

Overseas Shareholders

Dissenting Shareholders

Taxation

Shareholders

Stamp duty and stamp duty reserve tax

General

4. Provision of information by the Liquidators

5. Transfer of assets and liabilities

6. Issue of Consideration Shares

1.4633 Consideration Shares in exchange for each Share

13. Restricted Shareholders

14. Overseas Shareholders

15. Dissenting Shareholders

16. General

Borrowings

Liability and indemnity

Service Standard

Management Fee and Performance Fee

Expenses

Termination

6. Miscellaneous

7. Documents available for inspection

NOTICE OF FIRST GENERAL MEETING

SPECIAL RESOLUTION

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ARIX BIOSCIENCE PLC Proxy Solicitation & Information Statement 2024