Syncona Limited — Proxy Solicitation & Information Statement 2014

Nov 25, 2014

BACIT Limited

(Company No. 55514)

Form of Proxy

I/We, [Please insert Shareholder name(s) using block capitals. Please note if the Shareholder name(s) is not inserted the Form of Proxy cannot be used]

_____________________________________________________________________________________ of

_________________________________________________________________________________being a Shareholder of BACIT Limited (the "Company"), hereby appoint:

____________________________________________________________________________ (full name) of

_______________________________________________________________________________ (address)

or failing him, the Chairman of the Meeting or the Company Secretary as his substitute as my/our proxy to attend and vote on my/our behalf and if necessary demand a poll at the Extraordinary General Meeting of the Company to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands at 3 p.m. on 15 December 2014 and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made*

Please indicate the number of shares this proxy is appointed over (if less than your full voting entitlement).

* For the appointment of more than one proxy, see Note 2.

IMPORTANT: IN ORDER TO BE VALID AT THIS MEETING THIS FORM OF PROXY MUST BE COMPLETED AND RETURNED BY POST TO CAPITA ASSET SERVICES, PXS, 34 BECKENHAM ROAD, BECKENHAM, KENT, BR3 4TU TO ARRIVE NO LATER THAN 3 P.M. ON 11 DECEMBER 2014. ALTERNATIVELY YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY USING THE CAPITA SHARE PORTAL SERVICE AT WWW.CAPITASHAREPORTAL.COM.

If you wish your proxy to cast all of your votes for or against the resolution, or to withhold all your votes in respect of the resolution, you should insert an "x" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, or to withhold only certain votes in respect of the resolution, insert the relevant number of shares in the appropriate box.

Ordinary Resolution	For	Against	Vote Withheld
THAT the amendment to the Investment Policy to permit the investment by a subsidiary of the Company into CRT Pioneer Fund LP as set out in the circular of the Company dated 25 November 2014 be and is hereby approved.

Signed by or on
	behalf of the Shareholder _______	Date___ 2014

Notes accompanying the Form of Proxy:

• 1. Please insert your full name(s) and address(es) in BLOCK CAPITALS. In the case of joint holders, the names and addresses of all the joint holders should be stated on this Form of Proxy.
• 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 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. To appoint more than one proxy you may photocopy this Form of Proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given by you. All hard copy proxy appointments must be signed and should be returned together in the same envelope.
• 1. If you wish to appoint as a proxy a person other than the Chairman of the meeting or the Company Secretary, please insert the name of the proxy preferred in the space provided. The person to whom this proxy is given need not be a Shareholder but must attend the meeting in person to represent you. If no name is entered, the return of this Form of Proxy duly signed will authorise the Chairman of the meeting or the Company Secretary to act as your proxy.
• 1. To allow effective continuation of the meeting (or any adjourned meeting), if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in their stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
• 1. The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
• 1. In the absence of instructions, your proxy may vote or withhold from voting as he or she thinks fit on the specified resolution and, unless instructed otherwise, may also vote or withhold from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the meeting) which may properly come before the meeting. A vote withheld is not a vote in law. If instruction is given to withhold from voting in respect of any resolution, this instruction will be deemed to be neither a vote for or against the resolution.
• 1. Any alteration made to this Form of Proxy should be initialled by the person who signs it.
• 1. In the case of joint holders, such holders may elect one of their number to represent them and vote whether in person or by proxy in their name. In the absence of such an election, the person whose name stands first on the share register of the Company shall alone be entitled to vote.
• 1. In the case of a corporation, this proxy must be given under its common seal or signed by a duly authorised officer or attorney.
• 1. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially) must be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but, in any event, so as to arrive no later than 3 p.m. on 11 December 2014.
• 1. The time by which a person must be entered on the share register of the Company in order to have the right to attend and vote at the meeting is 3 p.m. on 11 December 2014. If the meeting is adjourned, the time by which a person must be entered on the Shareholders in order to have the right to attend and vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. In calculating such 48 hours period, no account shall be taken of any part of a day that is not a business day in London and Guernsey. Changes to entries on the Shareholders after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.