Verona Pharma plc — Director's Dealing 2023

May 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2023-05-01

Reporting Person: Poll Claire (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-01	Ordinary Shares	S	80376	$2.5759	Disposed	1979063	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	774256	Indirect

Footnotes

F1: Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer.

F2: The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 instruction entered into on May 14, 2021 solely with the intent to cover taxes in connection with the vesting of certain previously reported Restricted Share Units.

F3: The price reported represents the sale price of the ADSs divided by eight (8).

F4: Consists of (i) 1,641,672 Ordinary Shares underlying RSUs (which are represented by 205,209 ADSs); (ii) 337,384 Ordinary Shares underlying 42,173 ADSs and (iii) 7 Ordinary Shares.

F5: Held by a family trust of which (a) the Reporting Person and spouse are trustees and (b) the Reporting Person and members of her immediate family are the sole beneficiaries of the trust.