PureTech Health plc — Proxy Solicitation & Information Statement 2020

Apr 9, 2020

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 11 June 2020

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 9 June 2020 at 11.00 am Eastern Time (4pm BST).

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1093 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0000 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. However, given the COVID-19 pandemic, we strongly recommend that members submit their votes by proxy rather than plan to attend the meeting in person. We are monitoring the rapidly evolving situation and will refuse entry to the meeting where necessary to ensure the safety of attendees and compliance with governmental or regulatory orders.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Poll Card To be completed only at the AGM if a Poll is called.		Ordinary Resolutions	For	Against	Withheld
		01 To approve the Company's audited financial statements, the strategic report and the reports of the directors and auditors for the year ended 31 December 2019.
		02 To approve the Directors' Remuneration Report.
		03 To approve the Directors' Remuneration Policy.
		04 To elect Dr. Raju Kucherlapati as a Director.
		05 To elect Dr. John LaMattina as a Director.
		06 To elect Dame Marjorie Scardino as a Director.
		07 To elect Mr. Christopher Viehbacher as a Director.
		08 To elect Dr. Robert Langer as a Director.
		09 To elect Ms. Daphne Zohar as a Director.
		10 To elect Mr. Stephen Muniz as a Director.
		11 To reappoint KPMG LLP as the auditors of the Company.
		12 To authorise the Audit Committee to agree the auditors' remuneration.
		13 To authorise the directors to allot securities pursuant to section 551 of the Companies Act 2006. Special Resolutions
		14 Subject to resolution 13, to disapply pre-emption rights pursuant to sections 570 & 573 of the Companies Act 2006.
		15 Subject to resolution 14, to further disapply pre-emption rights pursuant to section 570 of the Companies Act 2006 for acquisitions and specified capital investments.
		16. To authorise market purchases (as defined in section 693(4) of the Companies Act 2006).
Signature		17. To authorise the calling of a general meeting other than an AGM on not less than 14 clear days' notice.
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).		
	*	C0000000000
11.00 am Eastern Time, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).		I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Puretech Health PLC to be held at 6 Tide Street Boston, Massachusetts 02210 on 11 June 2020 at Please use a black pen. Mark with an X
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.		inside the box as shown in this example.
		Vote			Vote
Ordinary Resolutions 01 To approve the Company's audited financial statements, the strategic report and the reports of the directors and auditors for the year ended 31 December 2019.	For Against	Withheld For 10 To elect Mr. Stephen Muniz as a Director.	Against		Withheld
02 To approve the Directors' Remuneration Report.		11 To reappoint KPMG LLP as the auditors of the Company.
03 To approve the Directors' Remuneration Policy.		12 To authorise the Audit Committee to agree the auditors' remuneration.
04 To elect Dr. Raju Kucherlapati as a Director.		13 To authorise the directors to allot securities pursuant to section 551 of the Companies Act 2006.
05 To elect Dr. John LaMattina as a Director.		Special Resolutions 14 Subject to resolution 13, to disapply pre-emption rights pursuant to sections 570 & 573 of the Companies Act 2006.
06 To elect Dame Marjorie Scardino as a Director.		15 Subject to resolution 14, to further disapply pre-emption rights pursuant to section 570 of the Companies Act 2006 for acquisitions and specified capital investments.
07 To elect Mr. Christopher Viehbacher as a Director.		16. To authorise market purchases (as defined in section 693(4) of the Companies Act 2006).
08 To elect Dr. Robert Langer as a Director.		17. To authorise the calling of a general meeting other than an AGM on not less than 14 clear days' notice.
09 To elect Ms. Daphne Zohar as a Director.
		I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature	Date
		In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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