Syncona Limited — Proxy Solicitation & Information Statement 2022

Jun 30, 2022

Syncona Limited Form of Proxy

I/We, [If not already completed, please insert shareholder name(s) and address using block capitals.] [Please note if the shareholder name(s) is not inserted the Form of Proxy cannot be used].

IMPORTANT: IN ORDER TO BE VALID AT THIS MEETING THIS FORM OF PROXY MUST BE COMPLETED AND RETURNED BY POST TO LINK GROUP, 10th FLOOR, CENTRAL SQUARE, 29 WELLINGTON STREET, LEEDS, LS1 4DL NO LATER THAN 10.30 A.M. ON 29 JULY 2022. ALTERNATIVELY YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY USING SIGNAL SHARES AT WWW.SIGNALSHARES.COM OR USING THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE.

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being a member of Syncona Limited (the "Company"), hereby appoint:

(full name)	of
(address)

or failing them, the Chair of the 2022 Annual General Meeting or the Company Secretary as his/her substitute as my/our proxy to attend and vote on my/our behalf and if necessary demand a poll at the 2022 Annual General Meeting of the Company to be held at the offices of Citco Fund Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3RD on 2 August 2022 at 10.30 a.m. and at any adjournment of the meeting.

Please tick here if this proxy appointment is one of multiple	Please indicate the number of shares this
appointments being made*	proxy is appointed over (if less than your
* For the appointment of more than one proxy, see Note 2.	full voting entitlement).

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.

Please mark 'X' to indicate how you wish to vote	withheld
Ordinary Resolutions	Against Vote For
1. That the Annual Audited Financial Statements of the Company for the year ended 31 March 2022, together with the Reports of the Directors and Auditors thereon, be received and considered.
2. That Deloitte LLP (Guernsey Branch) be re-appointed as Auditors until the conclusion of the next annual general meeting.
3. That the Board of Directors be authorised to determine the remuneration of the Auditors.
4. That Melanie Gee be re-elected as a Director
5. That Julie Cherrington be elected as a Director
6. That Cristina Csimma be elected as a Director
7. That Virginia Holmes be re-elected as a Director.
8. That Robert Hutchinson be re-elected as a Director
9. That Kemal Malik be re-elected as a Director.
10. That Gian Piero Reverberi be re-elected as a Director.
11. That the Report on implementation of the Remuneration Policy for Non-Executive Directors set out on pages 94 to 95 of the Annual Report be approved.
12. That the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 222,222,304 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.

Special Resolution

Special Resolution	For
13. 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:

Against

Vote

withheld

(a) the maximum number of shares authorised to be purchased shall be 99,943,364 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

1. That, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 66,673,358 Ordinary Shares (being 10 per cent of the shares in issue as at the Latest Practicable Date, excluding shares held in treasury) 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.

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 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. 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 Chair 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 member of the Company 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 Chair 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 Chair that no Shareholders will be present in person or by proxy, other than by proxy in the Chair's favour, the Chair 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 Chair.
• 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 resolutions 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.
• 1. 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 register of members 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 Link Group, 10th Floor, Central Square, 29, Wellington Street, Leeds, LS1 4DL, as soon as possible but, in any event, so as to arrive no later than 10.30 a.m. on 29 July 2022.
• 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 29 July 2022. 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 and 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. 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.