Syncona Limited — AGM Information 2021

Jul 1, 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK IMMEDIATELY YOUR OWN PERSONAL FINANCIAL ADVICE FROM YOUR INDEPENDENT FINANCIAL ADVISER, STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR FROM ANOTHER APPROPRIATELY QUALIFIED AND DULY AUTHORISED INDEPENDENT ADVISER.

If you have sold or otherwise transferred all of your shares in Syncona Limited please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Notice of the 2021 Annual General Meeting

Syncona Limited

(a registered closed-ended collective investment scheme regulated by the Guernsey Financial Services Commission and incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

Notice of the 2021 Annual General Meeting to be held at 10.30 a.m. on 3 August 2021 at the offices of Citco Fund Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3RD is set out at the end of this document.

Shareholders are requested to return the Form of Proxy accompanying this document for use at the 2021 Annual General Meeting. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed on it so as to be received by Link Group, 10th Floor, Central Square, 29, Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, not later than 10.30 a.m. on 30 July 2021. Alternatively, Shareholders may submit proxies electronically using Signal Shares at www.signalshares.com or using the CREST electronic proxy appointment service.

Your attention is drawn to the letter from the Chair of Syncona Limited which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the 2021 Annual General Meeting. Your attention is also drawn to the section entitled 'Action to be Taken' on page 4 of this document.

CONTENTS

	Page
PART 1 LETTER FROM THE CHAIR	03
PART 2 DEFINITIONS.	05
NOTICE OF THE 2021 ANNUAL GENERAL MEETING.	06

PART 1 Letter from the Chair

Syncona Limited

(a registered closed-ended collective investment scheme regulated by the Guernsey Financial Services Commission and incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

Directors:

Melanie Gee (Chair) Thomas Henderson Virginia Holmes Robert Hutchinson Nigel Keen Kemal Malik Nicholas Moss Gian Piero Reverberi

1 July 2021

NOTICE OF THE 2021 ANNUAL GENERAL MEETING

Dear Shareholder,

Introduction

The 2021 Annual General Meeting will be held at the offices of Citco Fund Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3RD at 10.30 a.m. on 3 August 2021. The business to be considered at the 2021 Annual General Meeting is contained in the notice convening the 2021 Annual General Meeting accompanying this letter.

This letter explains the business to be considered at the 2021 Annual General Meeting and includes a brief explanation of each of the Resolutions to be considered and a recommendation that you vote in favour of the Resolutions set out in the notice of the 2021 Annual General Meeting.

At the time of writing, although a number of the restrictions in Guernsey arising from the ongoing COVID-19 global pandemic have been relaxed, there is still a requirement for any person arriving on Guernsey to self-isolate for a period of 7 to 21 days, unless certain conditions relating to their place of origin and vaccination status or testing status are met. Accordingly, we anticipate that few shareholders will be able to attend the 2021 Annual General Meeting in person. Shareholders are strongly encouraged to ensure that their votes are counted at the 2021 Annual General Meeting by appointing the Chair of the 2021 Annual General Meeting as their proxy in line with the procedures set out below.

The Board remains committed to allowing Shareholders the opportunity to engage with the Board, and if Shareholders have any questions for the Board in advance of the 2021 Annual General Meeting, these can be sent by email to contact@synconaltd.com. The Board will endeavour to answer key themes of these questions on the Company's website as soon as practical.

The 2021 Annual General Meeting Ordinary Resolutions

Resolution 1: The Directors must lay the annual audited accounts for the financial year ended 31 March 2021 and the reports of the Directors and Auditors before the Shareholders and the Shareholders will be asked to receive and consider the financial statements and the reports.

Resolutions 2 and 3: Shareholders will be asked to confirm the re-appointment of Deloitte LLP (Guernsey Branch) as Auditors until the conclusion of the next annual general meeting due to be held in 2022 and to grant authority to the Board to determine their remuneration.

Resolutions 4 to 10 (inclusive): In accordance with corporate governance best practice as set out in the UK Corporate Governance Code, all of the Directors are standing for re-election, other than Thomas Henderson who is not seeking re-election and Virginia Holmes who was appointed as a Director by the Board with effect from 1 January 2021 and who is standing for election. Each Director elected or re-elected will hold office until he or she retires or ceases to be a Director in accordance with the Articles, by operation of law or until he or she resigns. The Board confirms that it considers all of the Directors seeking re-election are performing effectively and are committed to their roles.

Registered office:

Arnold House, PO Box 273, St Julian's Avenue, St Peter Port, Guernsey, GY1 3RD Channel Islands

The biographies of each of the Directors standing for re-election and election, all of whom are non-executive, can be found at pages 80 to 81 of the Company's Annual Report and Audited Consolidated Financial Statements for the year ended 31 March 2021 (the 'Annual Report'), together with a description of the contribution of each director to the Company's long-term success.

Resolution 11: Shareholders will be asked to approve the Report on implementation of the Remuneration Policy for Non-Executive Directors contained at pages 91 to 93 within the Report of the Remuneration Committee in the Company's Annual Report.

Resolution 12: The Directors are seeking the authority to allot and issue, grant rights to subscribe for, or to convert securities into, up to 221,504,652 Ordinary Shares (being 33.33 per cent of the shares in issue as at the Latest Practicable Date). The authority expires on the date falling fifteen months after the date of passing of this Resolution 12 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 an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.

This authority supplements Article 4.5 of the Articles which, subject to any limitations imposed by the Shareholders, generally and unconditionally authorises the Directors to allot and issue, grant rights to subscribe for, or to convert securities into, an unlimited amount of shares in the Company.

The Directors have no present intention to exercise the authority conferred by Resolution 12, other than in relation to the shares to be issued in accordance with the long term incentive scheme.

Resolution 13: As first set out in last year's Annual Report, Shareholders are being asked to approve an increase to the existing limit of £500,000 for the aggregate fees payable to the Directors for their services as Directors in any financial year to £1,000,000. The Directors consider the amendment is necessary to ensure that there is sufficient flexibility to continue to recruit high-quality Directors, and believe the existing limit could be an impediment to future recruitment. Further details of the proposal are set out at page 91 within the Report of the Remuneration Committee in the Company's Annual Report.

Special Resolution

Resolution 14: The Directors are seeking to renew the authority to purchase the Company's shares in the market up to 99,620,604 Ordinary Shares (equivalent to 14.99 per cent of the shares in issue as at the Latest Practicable Date, excluding shares held in treasury) from time to time either for cancellation or to hold as treasury shares for future resale or transfer.

Purchases will only be made in the market at prices below the prevailing net asset value per share in the Company in circumstances in which the Directors believe such purchases will result in an increase in the net asset value per share of the remaining shares or as a means of addressing any imbalance between the supply of, and demand for, the shares.

As at the Latest Practicable Date, the Company did not hold any shares in treasury.

The authority expires on the date falling fifteen months after the date of passing of this Resolution 14 or the conclusion of the next annual general meeting of the Company, whichever is the earlier.

Extraordinary Resolution

Resolution 15: The Directors are seeking to renew the disapplication of the pre-emption rights contained in the Articles so that the Board has authority to allot and issue (or sell from treasury) shares for cash on a non-pre-emptive basis in respect of 66,458,041 Ordinary Shares in the Company (equivalent to 10 per cent of the shares in issue as at the Latest Practicable Date). The disapplication expires on the date falling fifteen months after the date of passing of Resolution 15 or the conclusion of the next annual general meeting of the Company, whichever is the earlier and permits the Board to allot and issue shares (or sell shares from treasury) after expiry of the disapplication if it has agreed to do so beforehand.

The Board will only issue shares (or sell shares from treasury) pursuant to the disapplication at a price at or above the prevailing net asset value per share.

The Resolution to approve disapplication of pre-emption rights is set at 10 per cent of shares. As the issue of shares (or sale from treasury) by the Company is subject to the additional qualification that the relevant shares must be issued for a price at or above the prevailing net asset value, the Board believes that the existing authority to issue new shares equal to 10 per cent of the existing number of shares in issue is appropriate.

Quorum and Required Majority for each resolution

The quorum required for the 2021 Annual General Meeting is two Shareholders entitled to vote and attending in person or by proxy (or, in the case of a corporation, by a duly appointed representative).

Resolutions 1 to 13 are proposed as ordinary resolutions, which require a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.

Resolution 14 is proposed as a special resolution and resolution 15 is proposed as an extraordinary resolution, both of which require not less than 75 per cent of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than 75 per cent of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.

Action to be taken

Form of Proxy

The Form of Proxy for use at the 2021 Annual General Meeting is enclosed. Whether or not you intend to attend the 2021 Annual General Meeting, we urge you to complete and return the Form of Proxy as soon as possible.

To be valid, the Form of Proxy must be completed in accordance with the instructions printed on it and lodged with Link Group, 10th Floor, Central Square, 29, Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, not later than 10.30 a.m. on 30 July 2021. Alternatively, Shareholders may submit proxies electronically using Signal Shares at www.signalshares. com or using the CREST electronic proxy appointment service. The lodging of the Form of Proxy will not prevent you from attending the 2021 Annual General Meeting and voting in person if you wish.

If you have any queries relating to submission of proxies, please contact the Link Registrars Shareholders Helpline, either:

• by phone on 0371 664 0300 from the UK (calls are charged at the standard geographic rate and will vary by provider. Lines are open between 9.00 a.m. and 5.30 p.m., Monday – Friday),
• by phone on +44 (0) 371 664 0300 from overseas territories, or
• by e-mail at enquiries@linkgroup.co.uk

Link Registrars can only provide information regarding how to submit proxies and cannot provide you with investment or tax advice.

Recommendations

The Board considers that the proposals and subjects of the Resolutions are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions. Those Directors who own shares in the Company intend to vote in favour of the Resolutions in respect of their own beneficial holdings (totalling 0.29 per cent in aggregate of the Ordinary Shares in issue).

You are requested to complete and return the enclosed Form of Proxy without delay, whether or not you intend to attend the 2021 Annual General Meeting.

Yours faithfully Melanie Gee Chair

PART 2 Definitions

'2021 Annual General Meeting' means the annual general meeting of the Company convened for 10.30 a.m. on 3 August 2021 (or any adjournment thereof), notice of which is set out at the end of this document;

'Articles' means the articles of incorporation of the Company in force from time to time;

'Auditors' means the statutory auditor of the Company from time to time (currently Deloitte LLP (Guernsey Branch));

'Board' or 'Directors' (each a 'Director') means the board of directors of the Company from time to time;

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

'Companies Law' means the Companies (Guernsey) Law, 2008 (as amended);

'Company' means Syncona Limited;

'Form of Proxy' means the form of proxy for use at the 2021 Annual General Meeting which accompanies this document;

'Latest Practicable Date' means 28 June 2021;

'Ordinary Shares' means ordinary shares of no par value in the capital of the Company;

'Resolutions' (each a 'Resolution') means the resolutions to be proposed at the 2021 Annual General Meeting and contained in the notice of the 2021 Annual General Meeting;

'Shareholders' (each a 'Shareholder') means the shareholders of the Company from time to time.

Notice of the 2021 Annual General Meeting

Syncona Limited

(a registered closed-ended collective investment scheme regulated by the Guernsey Financial Services Commission and incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514) (the 'Company')

NOTICE is hereby given that the 2021 Annual General Meeting of the Company will be held at the offices of Citco Fund Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3RD on 3 August 2021 at 10.30 a.m. to consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions, a special resolution and an extraordinary resolution as set out below.

Ordinary resolutions

To be proposed as ordinary resolutions:

• 1. That the Annual Audited Financial Statements of the Company for the year ended 31 March 2021, together with the reports of the Directors and Auditors therein, be received and considered.
• 1. That Deloitte LLP (Guernsey Branch) be re-appointed as Auditors until the conclusion of the next annual general meeting.
• 1. That the Board of Directors be authorised to determine the remuneration of the Auditors.
• 1. That Melanie Gee be re-elected as a Director.
• 1. That Virginia Holmes be elected as a Director.
• 1. That Rob Hutchinson be re-elected as a Director.
• 1. That Nigel Keen be re-elected as a Director.
• 1. That Kemal Malik be re-elected as a Director.
• 1. That Nicholas Moss be re-elected as a Director.
• 1. That Gian Piero Reverberi be re-elected as a Director.
• 1. That the Report on implementation of the Remuneration Policy for Non-Executive Directors set out on pages 91 to 93 of the Annual Report of the Company for the year ended 31 March 2021 be approved.
• 1. That the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 221,504,652 Ordinary Shares (being 33.33 per cent of the Company's shares in issue as at the Latest Practicable Date) 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 an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.
• 1. That in accordance with Article 23.2 of the Company's Articles of Incorporation, the maximum aggregate amount of fees (including fees, if any, due to the Directors for attendance at meetings of any committee of the Board) for all the Board collectively in any financial year is increased from £500,000 to £1,000,000.

Special resolution

To be proposed as a special resolution:

• 1. 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 99,620,604 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
• (d) the authority hereby conferred shall expire on the date that is 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, 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

To be proposed as an extraordinary resolution:

1. That, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 66,458,041 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.

By order of the Board Dated 1 July 2021

Registered Office

Arnold House, PO Box 273, St Julian's Avenue, St Peter Port, Guernsey, GY1 3RD, Channel Islands

Notes

• 1. To have the right to attend and vote at the meeting you must hold shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.
• 1. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he or she were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies.
• 1. To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Link Group, 10th Floor, Central Square, 29, Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, not later than 10.30 a.m. on 30 July 2021. A Form of Proxy accompanies this notice. Completion and return of the Form of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.
• 1. The time by which a person must be entered on the register of members in order to have the right to attend and vote at the meeting is close of business on 30 July 2021. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is close of business on the day that is two days before the date fixed for the adjourned meeting. In calculating such two days period, no account shall be taken of any day that is not a business day in London and Guernsey. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. On a poll, each Shareholder will be entitled to one vote per ordinary share held. As at the Latest Practicable Date, the Company's issued share capital (excluding shares held in treasury) consisted of 664,580,417 Ordinary Shares. Therefore, the total voting rights in the Company as at the Latest Practicable Date are 664,580,417.

• Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the 2021 Annual General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST manual (available via www. euroclear.com/CREST) subject to the provisions of the Company's articles of association. 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 must be properly authenticated in accordance with Euroclear UK and Ireland Limited's ('Euroclear') specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 issuer's agent (ID RA10) by 10.30 a.m. on 30 July 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST applications host) from which the issuer's agent is 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 provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. 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 service provider(s) 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 34 of the Uncertificated Securities (Guernsey) Regulations 2009.