ARIX BIOSCIENCE PLC — Share Issue/Capital Change 2020

Jun 4, 2020

Company Number: 09777975 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES RESOLUTIONS OF ARIX BIOSCIENCE PLC (the "COMPANY") (Passed 4 June 2020)

At an Annual General Meeting of the members of the Company duly convened and held 20 Berkeley Square on Thursday 4 June 2020 at 2pm, the following resolutions were duly passed as ordinary and special resolutions:

As an Ordinary Resolution

Resolution 9 – Directors' authority to allot shares

Togenerally and unconditionally authorise theDirectors pursuantto and in accordance with Section 551 ofthe Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grantrights to subscribe for orto convert any security into sharesin the Company:

• (a) up to an aggregate nominal amount of £447.32; and
• (b) comprising equity securities(as defined in Section 560(1)ofthe 2006Act) up toa further aggregate nominal amount of £447.32 in connection with an offer by way of a rights issue;

such authoritiesto apply in substitution for all previous authorities pursuantto Section 551 ofthe Companies Act 2006 and to expire at the end of the next Annual General Meeting or on 30 June 2021, whichever is the earlier, but in each case so thatthe Companymaymake offers and enter into agreements during the relevant period which would, or might,require sharesto be allotted or rightsto subscribe for orto convert any security into sharesto be granted afterthe authority ends.

For the purposes of this Resolution, "rights issue" means an offer to:

• (i) ordinaryshareholdersinproportion(asnearlyasmaybepracticable)totheirexistingholdings; and
• (ii) holders of other equity securitiesifthisisrequired by the rights ofthose securities or,if theDirectors considerit necessary, aspermitted by the rightsofthose securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both casestosuchexclusionsorother arrangements astheDirectorsmaydeem necessaryor expedientinrelation to treasury shares,fractional entitlements,record dates orlegal, regulatory or practical problemsin, or under thelawsof,anyterritory.

As Special Resolutions

Resolution 10 - Disapplication of pre-emption rights

ThatifResolution 9 is passed,the Board beauthorised to allot equity securities(as defined in the

Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company astreasury sharesfor cash asifsection 561 of the Companies Act 2006 did not apply to any such allotment orsale,such authority to be limited:

• (a) to allotmentsforrightsissues and other pre-emptive issues; and
• (b) totheallotmentofequitysecuritiesorsaleoftreasuryshares(otherwisethanunder paragraph(a)above) up to a nominal amount of £67.78,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 June 2021 but, in each case, priorto its expiry the Companymaymake offers, and enterinto agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authorityexpires and theBoardmay allot equity securities (and selltreasury shares)under any suchofferor agreement asifthe authorityhad not expired.

Resolution 11 - Disapplication of pre-emption rights in connection with an acquisition or specified capital investment

Thatif Resolution 9is passed,the Board be authorised in addition to any authority granted under Resolution 10 to allot equity securities(as defined in the Companies Act 2006)for cash underthe authority given by that resolution and/orto sell ordinary shares held by the Company astreasury sharesfor cash asifsection 561 of the Companies Act 2006 did not apply to any such allotment or sale,such authority to be:

• (a) limited to the allotment of equity securities orsale oftreasury shares up to a nominal amount of £67.78; and
• (b) used only forthe purposes offinancing (orrefinancing, ifthe authority isto be used within six months after the originaltransaction) a transactionwhich the Board ofthe Company determinesto be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 June 2021 but, in each case, priorto its expiry the Companymaymake offers, and enterinto agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authorityexpires and theBoardmay allot equity securities (and selltreasury shares)under any suchofferor agreement asifthe authorityhad not expired.

Resolution 12 - Authority to purchase own ordinary shares

Tounconditionally and generally authorise the Company forthe purpose of Section 701 ofthe Companies Act 2006 to makemarket purchases(as defined in Section 693(4) ofthe Companies Act 2006) of ordinary shares of 0.00001 each in the capital ofthe Company provided that:

• (a) themaximumnumber of ordinary shares whichmay be purchased is 13,555,185;
• (b) theminimumprice which may be paid for each share is £0.00001;
• (c) themaximumprice which may be paid for a ordinary share is an amount equalto the higher of (i) 105% of the average of the closing price of the Company's ordinary shares as derived from the London Stock ExchangeDailyOfficial Listforthe fivebusinessdaysimmediately preceding thedayonwhichsuch ordinary share is contracted to be purchased and (ii) an amount equalto the higher ofthe price ofthe last independenttrade of an ordinary share and the highest currentindependent bid for an ordinary share as derivedfromthe London Stock

Exchange TradingSystem; and

(d) this authority shall expire at the conclusion of the Company's next Annual General Meeting or,if earlier, 30 June 2021 (except in relation to the purchase of ordinary sharesthe contractfor which was concluded before the expiry of such authority and which might be executed wholly or partly aftersuch expiry) unless such authority is renewed priorto such time.

Resolution 13 - Notice of general meetings

To authorise the Directors tocall a general meeting other than an annual general meeting on notlessthan 14 clear days' notice.

Signed: ………………………………………………………. Robert Lyne, Company Secretary 4 June 2020