Syncona Limited — AGM Information 2018

Jul 31, 2018

SYNCONA LIMITED Guernsey Company Registration No: 55514 (The "Company")

CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT THE REGISTERED OFFICE ON 31 JULY 2018 AT 10:30AM

SPECIAL RESOLUTION – SHARE BUYBACK IT WAS RESOLVED THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), to make market acquisitions (as defined in the Companies Law) of its shares (either for the retention as treasury shares for future resale or transfer or cancellation), PROVIDED THAT:

• a. the maximum number of shares authorised to be purchased shall be 98,926,818 Ordinary Shares (being 14.99 per cent. of the shares in issue as at the Latest Practicable Date):
• b. the minimum price (exclusive of expenses) which may be paid for a share shall be 1 penny;
• c. the maximum price which may be paid for a share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share and (ii) the highest current independent bid for a share at the time of purchase; and

the authority hereby conferred shall expire on the date that is twelve months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in a general meeting

EXTRAORDINARY RESOLUTION – DISSAPLICATION OF PRE-EMPTION RIGHTS IT WAS RESOLVED THAT in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 65,995,209 Ordinary Shares (being 10 per cent. of the shares in issue as at the Latest Practicable Date) for cash as if Article 6.2 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.