PureTech Health plc

Proxy Solicitation & Information Statement • Apr 28, 2023

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 13 June 2023

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: https://investors.puretechhealth.com/

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 2023 at 4.00 pm BST (11.00 am EDT).

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 702 0000 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.

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.

• 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 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 the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST 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.

All Named Holders

Control Number: 918406 SRN:

PIN:

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).

			*
	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 13 June 2023 at 4.00 pm BST (11.00 am EDT), and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).						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.
1.	Ordinary Resolutions THAT the Company's audited financial statements, the strategic report and the reports of the directors and auditors for the year ended 31 December 2022 be approved.	For	Against	Vote Withheld	10.	THAT PricewaterhouseCoopers LLP be and is hereby appointed as the auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are laid before the Company.		For	Against	Vote Withheld
2.	THAT the Directors' Remuneration Report be approved.				11.	THAT the Audit Committee of the Company be and is hereby authorised to agree to the remuneration of the auditors.
3.	THAT Ms. Sharon Barber-Lui be and is hereby re-elected as a Director.				12.	THAT the directors be authorised to allot securities pursuant to section 551 of the Companies Act 2006.
4.	THAT Dr. Raju Kucherlapati be and is hereby re-elected as a Director.				13.	THAT the new Performance Share Plan ("New PSP") is hereby approved.
5.	THAT Dr. John LaMattina be and is hereby re-elected as a Director.				14.	Special Resolutions THAT subject to the passing of resolution 12, pre-emption rights be disapplied pursuant to sections 570 and 573 of the Companies Act 2006, as if section 561 of the Companies Act 2006 did not apply to any allotment of equity securities for cash or sale of treasury shares for cash.
6.	THAT Ms. Kiran Mazumdar-Shaw be and is hereby re-elected as a Director.				15.	THAT subject to the passing of resolution 12 and in addition to any authority granted under resolution 14, pre-emption rights be disapplied pursuant to sections 570 and 573 of the Companies Act 2006 as if section 561 of the Companies Act 2006 did not apply to any allotment of equity securities for cash or sale of treasury shares for cash.
7.	THAT Dr. Robert Langer be and is hereby re-elected as a Director.				16.	THAT market purchases (as defined in section 693(4) of the Companies Act 2006) be authorised.
8.	THAT Ms. Daphne Zohar be and is hereby re-elected as a Director.				17.	THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.
9.	THAT Dr. Bharatt Chowrira be and is hereby re-elected 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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