abzena plc by astro bidco limited a company wholly-owned ...€¦ · astro bidco limited a company...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

PART TWO OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCEWITH SECTION 897 OF THE COMPANIES ACT AND DETAILS OF A PROPOSED ACQUISITIONWHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION TOTRADING OF ABZENA SHARES ON AIM.

If you are in any doubt as to the action you should take, you are recommended to seek your own financialadvice immediately from your stockbroker, bank manager, accountant or other independent financialadviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom,or from another appropriately authorised independent financial adviser if you are taking advice in aterritory outside the United Kingdom.

If you have sold or otherwise transferred all of your Abzena Shares, please send this document and theaccompanying documents (but not the personalised Forms of Proxy) at once to the purchaser or transferee, or tothe stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to thepurchaser or transferee. However, such documents should not be forwarded or transmitted in, into or from anyjurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you have soldor otherwise transferred part only of your holding of Abzena Shares, please retain these documents and consultthe stockbroker, bank or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document and/or the accompanying documents (in whole or inpart) in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictionsand therefore persons into whose possession this document comes should inform themselves about, and observe,any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securitieslaws of any such jurisdiction.

Neither this document nor any of the accompanying documents do or are intended to constitute or form part ofany offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities orthe solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which suchoffer, invitation or solicitation is unlawful. This document is not a prospectus.

Recommended cash acquisition of

Abzena plc

by

Astro Bidco Limited

a company wholly-owned by WCAS XII-Astro, L.P.

to be effected by means of a scheme of arrangement of

Abzena plc under Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference), together with theaccompanying Forms of Proxy, should be read as a whole. Your attention is drawn to the letter from theChairman of Abzena in Part One of this document, which contains the unanimous recommendation of theAbzena Directors that you vote in favour of the Scheme at the Court Meeting and the special resolution tobe proposed at the General Meeting. A letter from N+1 Singer explaining the Scheme appears in Part Twoof this document and constitutes an explanatory statement in compliance with section 897 of theCompanies Act.

Notices of the Court Meeting and the General Meeting of Abzena, each of which will be held at Pinsent MasonsLLP, 30 Crown Place, London, EC2A 4ES on 2 October 2018, are set out on pages 65 to 70 of this document.The Court Meeting will start at 11.00 a.m. on that date and the General Meeting at 11.15 a.m. or as soonthereafter as the Court Meeting is concluded or adjourned.

Action to be taken by Abzena Shareholders is set out on pages 28 to 29 of this document. The blue Form ofProxy is to be used in connection with the Court Meeting and the yellow Form of Proxy is to be used inconnection with the General Meeting. Whether or not you intend to attend both or either of the Court Meeting orthe General Meeting, Abzena Shareholders are asked to complete and return the enclosed blue and yellow Formsof Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to bereceived by Abzena’s registrar, SLC Registrars, not later than 48 hours before the relevant Meeting, excludingany part of a day that is not a business day. Abzena Shareholders who hold Abzena Shares in uncertificated form(that is, in CREST) may also appoint a proxy through the CREST electronic proxy appointment service byfollowing the instructions set out on page 29 of this document. If the blue Form of Proxy for the Court Meeting isnot lodged by the relevant time, it may be handed to the Chairman of the Court Meeting or to Abzena’s registrar,SLC Registrars, on behalf of the Chairman of the Court Meeting, before the start of the Court Meeting. However,in the case of the General Meeting, if the yellow Form of Proxy is not lodged by the relevant time, it will beinvalid.

If you have any questions about this document, the Court Meeting or the General Meeting, or how to completethe Forms of Proxy, please call the shareholder helpline operated by Equiniti Limited on behalf of SLCRegistrars on 0371 384 2050 or on +44 121 415 0259 from outside the UK (calls to this number from outside theUK will be charged at the applicable international rate). The helpline is open between 8.30 a.m. to 5.30 p.m.,Monday to Friday excluding public holidays in England and Wales. Please note that neither SLC Registrars northe shareholder helpline operated by Equiniti Limited can provide any financial, legal or tax advice and calls maybe recorded and monitored for security and training purposes.

Certain terms used in this document are defined in Part Eight of this document.

Nplus1 Singer Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is actingsolely for Abzena as nominated adviser, financial adviser and broker in relation to the matters referred to in thisdocument and for no one else. N+1 Singer will not be responsible to anyone other than Abzena for providing theprotections afforded to its clients or for providing advice in relation to the contents of this document or anyarrangement referred to herein. N+1 Singer has given, and not withdrawn, its consent to the inclusion in thisdocument of the references to its name and the advice it has given to Abzena in the form and context in whichthey appear.

Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as financialadviser to BidCo, WCAS and the WCAS Fund and for no one else in connection with the matters referred to inthis document and will not be responsible to anyone other than BidCo for providing the protections afforded toits clients or for providing advice in relation to the matters referred to in this document. Neither Peel Hunt, norany of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt inconnection with this document, any statement contained herein or otherwise.

No person has been authorised to give any information or make any representations other than those contained inthis document and, if given or made, such information or representations must not be relied upon as having beenauthorised by Abzena, the Abzena Directors, BidCo, the BidCo Responsible Persons, or by N+1 Singer or PeelHunt or any other person involved in the Acquisition. Neither the delivery of this document nor the holding ofthe Meetings, the Court Hearing or filing the Court Order shall, under any circumstances, create any implicationthat there has been no change in the affairs of the Abzena Group or the Wider BidCo Group since the date of thisdocument or that the information in, or incorporated into, this document is correct as at any time subsequent to itsdate.

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IMPORTANT NOTICE

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdommay be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than theUnited Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements.Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of suchjurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in theAcquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither this document nor any of the accompanying documents do or are intended to constitute or form part ofany offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities orthe solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which suchoffer, invitation or solicitation is unlawful. This document and the accompanying Forms of Proxy have beenprepared for the purposes of complying with English law, the rules of the London Stock Exchange, theAIM Rules and the Code, and the information disclosed may not be the same as that which would have beendisclosed if this document had been prepared in accordance with the laws of jurisdictions outside of England andWales.

Unless otherwise determined by BidCo or required by the Code, and permitted by applicable law and regulation,the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction whereto do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by anysuch use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do sowould constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and alldocuments relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted orotherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdictionwhere to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents(including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send suchdocuments in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported votein respect of the Acquisition.

The Acquisition relates to the shares of an English company and is being made by means of a scheme ofarrangement provided for under English company law. A transaction effected by means of a scheme ofarrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in theUnited Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offerand proxy solicitation rules. If, in the future, BidCo exercises the right to implement the Acquisition by way of aTakeover Offer and determines to extend such Takeover Offer into the United States, the Acquisition will bemade in compliance with applicable United States laws and regulations. Financial information included in thisdocument has been or will be prepared in accordance with accounting standards applicable in the UnitedKingdom that may not be comparable to financial information of US companies or companies whose financialstatements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Abzena Shares to enforce their rights and any claim arising out of the USfederal laws, since Abzena and BidCo are located in a non-US jurisdiction, and some or all of their officers anddirectors may be residents of a non-US jurisdiction. US holders of Abzena Shares may not be able to sue anon-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, itmay be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

The receipt of cash pursuant to the Acquisition by US holders of Abzena Shares as consideration for the transferof Abzena Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes andunder applicable US state and local, as well as foreign and other, tax laws. Each Abzena Shareholder (includingUS holders of Abzena Shares) is urged to consult his independent professional adviser immediately regarding thetax consequences of the Acquisition applicable to him.

Neither the SEC nor any securities commission of any state of the United States has approved the Acquisition,passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Anyrepresentation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, BidCo or itsnominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements topurchase, Abzena Shares outside the United States, other than pursuant to the Acquisition, until the date on

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which the Takeover Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These purchasesmay occur either in the open market at prevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in the UK, will be reported to a RegulatoryInformation Service and will be available on the London Stock Exchange website.

The statements contained in this document are made as at the date of this document, unless some other time isspecified in relation to them, and service of this document shall not give rise to any implication that there hasbeen no change in the facts set forth in this document since such date. Nothing in this document shall be deemedto be a forecast, projection or estimate of the future financial performance of Abzena, the Abzena Group, BidCoor the Wider BidCo Group except where otherwise stated.

Forward-looking statements

This document contains statements about BidCo and Abzena which are, or may be deemed to be, “forward-looking statements” and which are prospective in nature. All statements other than statements of historical factincluded in this document may be forward-looking statements. They are based on current expectations andprojections about future events, and are therefore subject to risks and uncertainties which could cause actualresults to differ materially from the future results expressed or implied by the forward-looking statements. Often,but not always, forward-looking statements can be identified by the use of forward-looking words such as“plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “predicts”,“intends”, “anticipates”, “believes”, “targets”, “aims”, “projects”, “future-proofing” or words or terms of similarsubstance or the negative of such words or terms, as well as variations of such words and phrases or statementsthat certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or beachieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding futureexpectations. Forward-looking statements may include statements relating to the following: (i) future capitalexpenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition,dividend policy, losses and future prospects; (ii) business and management strategies and the expansion andgrowth of BidCo’s or Abzena’s operations and potential synergies resulting from the Acquisition; and (iii) theeffects of global economic conditions and governmental regulation on BidCo’s or Abzena’s business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantlyaffect expected results and are based on certain key assumptions. Many factors may cause the actual results,performance or achievements of the Wider BidCo Group or the Abzena Group to be materially different fromany future results, performance or achievements expressed or implied by the forward-looking statements. Thesefactors include changes in the global, political, economic, business, competitive, market and regulatory forces,future exchange and interest rates, changes in tax rates and future business combinations or disposals. For adiscussion of important factors which could cause actual results to differ from forward-looking statements inrelation to the Abzena Group, refer to the annual report and accounts of the Abzena Group for the financial yearended 31 March 2018. Each of the Wider BidCo Group and the Abzena Group, and each of their respectivemembers, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims anyintention or obligation to update or revise any forward-looking or other statements contained in this document,whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of the Wider BidCo Group, nor the Abzena Group, nor any of their respective associates, directors,officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of theevents expressed or implied in any forward-looking statements in this document will actually occur.

Except as expressly provided in this document, no forward-looking or other statements have been reviewed bythe auditors of the Wider BidCo Group or the Abzena Group. All subsequent oral or written forward-lookingstatements attributable to any member of the Wider BidCo Group or Abzena Group, or any of their respectiveassociates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionarystatement above.

Profit forecasts or profit estimates

No statement in this document is intended as a profit forecast or estimate for any period and no statement in thisdocument should be interpreted to mean that earnings or earnings per share for Abzena or BidCo, as appropriate,for the current or future financial years would necessarily match or exceed the historical published earnings orearnings per share for Abzena or BidCo, as appropriate.

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Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevantsecurities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror inrespect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an OpeningPosition Disclosure following the commencement of the offer period and, if later, following the announcement inwhich any securities exchange offeror is first identified. An Opening Position Disclosure must contain details ofthe person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) theofferee company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person towhom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business dayfollowing the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) onthe 10th business day following the announcement in which any securities exchange offeror is first identified.Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offerorprior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class ofrelevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosureif the person deals in any relevant securities of the offeree company or of any securities exchange offeror. ADealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positionsin, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A DealingDisclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) onthe business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, toacquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, theywill be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and DealingDisclosures must also be made by the offeree company, by any offeror and by any persons acting in concert withany of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosuresand Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website atwww.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offerperiod commenced and when any offeror was first identified. You should contact the Panel’s MarketSurveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make anOpening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals in certaintables may not be an arithmetic aggregation of the figures that precede them.

Publication on website and availability of hard copies

A copy of this document and the documents required to be published by Rule 26 of the Code will bemade available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on theinvestor relations section of Abzena’s website at www.abzena.com and BidCo’s website at www.wcas.compromptly and in any event by no later than 12.00 noon (London time) on 11 September 2018. For the avoidanceof doubt, the contents of those websites are not incorporated into and do not form part of this document.

You may request a hard copy of this document, free of charge, by contacting N+1 Singer on +44 (0)20 74963000. You may also request that all future documents, announcements and information to be sent to you inrelation to the Acquisition should be in hard copy form.

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Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Abzena Shareholders,persons with information rights and other relevant persons for the receipt of communications from Abzena maybe provided to BidCo during the Offer Period as requested under Section 4 of Appendix 4 of the Code.

This document is dated 10 September 2018.

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TO VOTE ON THE ACQUISITION

This page should be read in conjunction with the rest of this document, and in particular, the section headed“ACTIONS TO BE TAKEN” set out on pages 28 to 29 of this document and the notices of the Court Meetingand the General Meeting at Part Nine and Part Ten of this document.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLYURGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR TO APPOINT APROXY THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE (ASAPPROPRIATE) AS SOON AS POSSIBLE.

THE ABZENA DIRECTORS RECOMMEND UNANIMOUSLY THAT YOU VOTE IN FAVOUR OFTHE SCHEME AT THE COURT MEETING AND THE SPECIAL RESOLUTION RELATING TO THEACQUISITION TO BE PROPOSED AT THE GENERAL MEETING AS THE ABZENA DIRECTORSWHO HOLD ABZENA SHARES HAVE IRREVOCABLY UNDERTAKEN TO DO IN RESPECT OFTHEIR OWN BENEFICIAL HOLDINGS OF ABZENA SHARES.

Whether or not you plan to attend the Meetings, you should:

1. complete, sign and return the blue Form of Proxy for use at the Court Meeting, or alternatively, if you holdyour Abzena Shares in CREST, appoint a proxy through the CREST electronic proxy appointment service,so as to be received no later than 11.00 a.m. on 28 September 2018; and

2. complete, sign and return the yellow Form of Proxy for use at the General Meeting, or alternatively, if youhold your Abzena Shares in CREST, appoint a proxy through the CREST electronic proxy appointmentservice, so as to be received no later than 11.15 a.m. on 28 September 2018.

If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to theChairman of the Court Meeting or to Abzena’s registrar, SLC Registrars, on behalf of the Chairman of the CourtMeeting before the start of the Court Meeting. However, in the case of the General Meeting, if the yellow Formof Proxy is not returned so as to be received by the time mentioned above and in accordance with the instructionson the Form of Proxy it will be invalid.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointmentservice may do so by using the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed service provider(s), should refer totheir CREST sponsor or voting service provider(s), who will be able to take the appropriate action on theirbehalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CRESTmessage (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions as described in the CREST Manual(available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxyor an amendment to the instructions given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by Abzena’s registrar, SLC, (participant ID 7RA01) not later than 11.00 a.m. on28 September 2018 in the case of the Court Meeting and not later than 11.15 a.m. on 28 September 2018 in thecase of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours before the time anddate set for the adjourned meeting, excluding any part of a day that is not a business day). For this purpose, thetime of receipt will be taken to be the time (as determined by the time stamp applied to the message by theCREST Applications Host) from which SLC is able to retrieve the message by enquiry to CREST in the mannerprescribed by CREST. After this time any change of instructions to proxies appointed through CREST should becommunicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal memberor sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or

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voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted bymeans of the CREST system by any particular time. CREST members and, where applicable, their CRESTsponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.

Abzena may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theRegulations.

If you wish to appoint more than one proxy in respect of your shareholding, please contact the shareholderhelpline on the number provided below to obtain (an) additional proxy form(s). Alternatively, you mayphotocopy the enclosed proxy form or, if you are a CREST member, please follow the procedures set out in theCREST manual.

The completion and return of Forms of Proxy or the submission of a proxy via the CREST electronic proxyappointment service will not prevent you from attending and voting at the Court Meeting and/or GeneralMeeting, or any adjournments of such Meetings, in person should you wish to do so and are entitled to do so.

The results of the Court Meeting and the General Meeting will be announced through a Regulatory InformationService and also published on Abzena’s website at www.abzena.com once the votes have been counted andverified.

Shareholder helpline

If you have any questions about this document, the Court Meeting or the General Meeting or how to completethe Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service, please callthe shareholder helpline operated by Equiniti Limited on behalf of SLC Registrars on 0371 384 2050 or on +44121 415 0259 from outside the UK (calls to this number from outside the UK will be charged at the applicableinternational rate). The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding publicholidays in England and Wales. Please note that neither SLC Registrars nor the shareholder helpline operated byEquiniti Limited can provide any financial, legal or tax advice and calls may be recorded and monitored forsecurity and training purposes.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

Event Time and/or dateLatest time for lodging Forms of Proxy and registering proxy

appointments through CREST for the:

Court Meeting (blue form) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.00 a.m. on 28 September 2018(1)

General Meeting (yellow form) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.15 a.m. on 28 September 2018(2)

Voting Record Time for the Court Meeting and the General Meeting . . . close of business on 28 September2018(3)

Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.00 a.m. on 2 October 2018

General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.15 a.m. on 2 October 2018(4)

The following dates are indicative only and are subject to change(5)

Last day of dealings in, or for registration of transfers of, AbzenaShares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 October 2018

Court Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 October 2018

Scheme Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . close of business on 10 October2018

Dealings in Abzena Shares suspended . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.30 a.m. on 11 October 2018

Expected Effective Date of the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . 11 October 2018 (D)

Cancellation of admission to trading of Abzena Shares on AIM . . . . . . . By 7.00 a.m. on D+1

Despatch of cheques and crediting of CREST for Cash Considerationdue under the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . By D+14

Long Stop Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 December 2018(6)

Notes:(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court

Meeting, excluding any part of a day that is not a business day. Blue Forms of Proxy not so lodged may be handed to the Chairman of theCourt Meeting or SLC on behalf of the Chairman of the Court Meeting before the start of the Court Meeting.

(2) Yellow Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the GeneralMeeting, excluding any part of a day that is not a business day. Yellow Forms of Proxy for the General Meeting not lodged by this timewill be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be6.00 p.m. on the day which is two days before the date of the adjourned meeting, excluding any part of a day that is not a business day.

(4) Or as soon as the Court Meeting shall have concluded or been adjourned.(5) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if

capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.(6) This is the latest date by which the Scheme may become Effective unless BidCo and Abzena agree (and the Panel and, if required, the

Court permit) a later date.

All references in this document to times are to London time unless otherwise stated. The dates and times givenare indicative only and are based on Abzena’s current expectations and may be subject to change (including as aresult of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revisedtimes and/or dates will be notified to Abzena Shareholders by announcement through a Regulatory InformationService with such announcement being made available on Abzena’s website at www.abzena.com and BidCo’swebsite at www.wcas.com.

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TABLE OF CONTENTS

Page

PART ONE: LETTER FROM THE CHAIRMAN OF ABZENA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2. Summary of the terms of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3. Background to and reasons for the Acquisition by Astro Bidco Limited . . . . . . . . . . . . . . . . . . . . . . . . 12

4. Background to and reasons for the Abzena Board recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

5. Irrevocable undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

6. Information on Abzena . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

7. Information on BidCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

8. Information relating to WCAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

9. Current trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

10. BidCo’s intentions with regards to the management, employees and locations of business ofAbzena . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

11. Abzena Share Schemes and warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

12. Action to be taken by Abzena Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

13. Overseas shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

14. The Scheme and the Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

15. United Kingdom Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

16. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

17. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

PART TWO: EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

2. Summary of the terms of the Acquisition and the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

3. Information on Abzena, WCAS and BidCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

4. Abzena Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

5. Entitlement to vote at the Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

6. Background to and reasons for the Abzena Board recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

7. Irrevocable Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

8. Cash Confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

9. The Abzena Directors and the effect of the Scheme on their interests . . . . . . . . . . . . . . . . . . . . . . . . . . 26

10. Cancellation of admission to trading, re-registration and settlement of Cash Consideration . . . . . . . . . 26

11. United Kingdom taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

12. Abzena Share Schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

13. Overseas holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

14. Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

15. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

PART THREE: CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THEACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

1. Part A: Conditions to the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

2. Part B: Certain further terms of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

PART FOUR: THE SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

1. Transfer of Scheme Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

2. Consideration for the transfer of Scheme Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

3. Share certificates and cancellation of CREST entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

4. Despatch of consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

5. Dividend mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

6. Operation of this Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

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Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

8. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

PART FIVE: FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

1. BidCo financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

2. Effect of Scheme becoming Effective on BidCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

3. Abzena financial information incorporated by reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

4. Hard copies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

5. No incorporation of website information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

PART SIX: ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS . . . . . . . . . . . . . 45

1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

2. US securities laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

PART SEVEN: ADDITIONAL INFORMATION ON ABZENA AND BIDCO . . . . . . . . . . . . . . . . . . . 46

1. Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

2. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

3. Disclosures in respect of Abzena securities and BidCo securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

4. Interests and Dealings – General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

5. Directors’ service contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

6. Market quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

7. Material contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

8. Offer-related Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

9. Irrevocable undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

10. Offer-related fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

11. Financing arrangements relating to BidCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

12. Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

13. Cash confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

14. Persons acting in concert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

15. No significant change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

16. Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

17. Documents published on a website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

18. Sources of information and bases of calculation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

PART EIGHT: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

PART NINE: NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

PART TEN: NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

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PART ONE

LETTER FROM THE CHAIRMAN OF ABZENA

Directors: Registered office:

Dr Kenneth Cunningham, ChairmanDr John Burt, Chief Executive OfficerJulian Smith, Chief Financial OfficerAnthony Brampton, Non-Executive DirectorPeter Grant, Non-Executive DirectorDr Charlotta Ljungqvist, Non-Executive DirectorDr Nigel Pitchford, Non-Executive Director

Babraham Research CampusBabraham

Cambridge CB22 3ATIncorporated in England and Wales

with registered number 08957107

10 September 2018

To the holders of Abzena Shares and, for information only, to holders of Options, holders of warrants andpersons with information rights

Dear Shareholder

RECOMMENDED CASH ACQUISITION OF ABZENA PLC BY ASTRO BIDCO LIMITED

1. Introduction

On 16 August 2018, the Boards of Abzena and BidCo announced that they had agreed the terms of arecommended cash Acquisition pursuant to which BidCo will acquire the entire issued and to be issued sharecapital of Abzena.

I am writing to you today to set out the background to the Acquisition and the reasons why the Abzena Directorsconsider the terms of the Acquisition to be fair and reasonable and are unanimously recommending that you votein favour of the Acquisition. I draw your attention to the letter from N+1 Singer set out in Part Two of thisdocument which gives details about the Acquisition and to the additional information set out in Part Seven of thisdocument.

In order to approve the terms of the Acquisition, the Scheme will require approval at the Court Meeting and willrequire Abzena Shareholders to vote in favour of the special resolution relating to the Acquisition to be proposedat the General Meeting, to be held on 2 October 2018 at Pinsent Masons LLP, 30 Crown Place, London, EC2A4ES. Details of the actions you are asked to take are set out in paragraph 14 of Part Two of this document. Therecommendation of the Abzena Directors is set out in paragraph 4 of this letter.

2. Summary of the terms of the Acquisition

The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Abzena andScheme Shareholders under Part 26 of the Companies Act.

Under the terms of the Acquisition, which will be subject to the terms and conditions set out in Part Three of thisdocument, Scheme Shareholders will receive:

16 pence in cash for each Abzena Share

The Acquisition values the entire issued and to be issued ordinary share capital of Abzena at approximately£34.4 million on a fully diluted basis. The Acquisition represents a premium of approximately:

• 167% to the Closing Price per Abzena Share of 6.0 pence on 15 August 2018, being the latest practicabledate before the date of the Announcement; and

• 36% to the average Closing Price per Abzena Share of 11.8 pence in the three months to 15 August 2018,being the latest practicable date before the date of the Announcement.

3. Background to and reasons for the Acquisition by Astro Bidco Limited

WCAS is a strong believer in Abzena’s capabilities and the important role it plays in the biopharmaceuticalcontract research, development and manufacturing sector. It believes that Abzena provides an attractive

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opportunity to invest in a business which has high-growth potential and which, through its scientific expertiseand differentiated capabilities, supports a range of biopharmaceutical sponsors ultimately seeking to developtreatments for patients.

WCAS believes that with its backing, Abzena will be better placed to maximise its future growth and prospects,while continuing to be a value-added partner to Abzena’s continuing stakeholders, including biopharmaceuticalcompanies, employees, suppliers and, ultimately, patients globally. Post Acquisition, Abzena is expected tobenefit from the additional investment required for future growth and the enhanced scope for Abzena’smanagement to build the Abzena Group into a market-leading contract research, development and manufacturingorganisation that is constrained neither by a lack of access to growth capital nor the management distractions andongoing compliance costs resulting from being a small publicly quoted company.

4. Background to and reasons for the Abzena Board recommendation

The financial year ended 31 March 2018 (“FY18”) was a year of transition, with significant investment andprogress having been made to broaden and integrate the Abzena Group’s offering across the biopharmaceuticaldevelopment pathway. However, ambitious growth targets set at the start of FY18 were not met and this hadbecome apparent by 14 September 2017, when a disappointing trading update was announced ahead of theCompany’s annual general meeting. The Abzena Group’s slower than expected start for FY18 was attributed tolower volumes in certain areas of the business, a small number of large projects that were taking longer tocomplete than expected and certain other projects being delayed until the second half of the year.

The long-term nature of some of the Abzena Group’s research and biomanufacturing service agreements meansthat revenue recognised by the Company under these contracts is based on management estimates of the stage oftheir completion. The performance of the services under these agreements is subject to scientific uncertainty aswell as being dependent on the performance of inter-related activities by the customer and/or third parties. Theuncertainties relating to these estimates and the performance of the contracts can lead to material uncertainty inthe revenue to be recognised for any service project prior to completion of the relevant contract.

On 16 April 2018, the Company issued a trading update. The announcement anticipated that the results for FY18would report revenue of £22.0m, an increase of 18% over the prior year. The Abzena Group further announcedthat it would be targeting revenue growth in the financial year ending 31 March 2019 (“FY19”) at a slightlyhigher rate to that seen in FY18 and that growth in FY19 was expected to be second half weighted. Abzenaannounced that it was taking actions to reduce capital expenditure and implementing a cost reduction programmeto reduce operating costs significantly. The Company also announced that it would require additional workingcapital to support the Abzena Group within the coming twelve months.

On 4 June 2018, Abzena announced its results for the year to 31 March 2018, confirming that revenues hadincreased by 18% to £22.0 million (financial year ended 31 March 2017 (“FY17”): £18.7 million), reflecting thegrowth in customer demand for Abzena’s integrated services, particularly in its manufacturing and chemistryreporting segments, which increased revenues by 60% and 15% respectively. The adjusted EBITDA loss forFY18 increased by 61% to £12.0 million (FY17: £7.5 million) of which £7.0 million was incurred in the first halfof the financial year and £5.0 million was incurred in the second half of the financial year. The increased lossesreflected continuing investment in the business in the context of the slower than originally anticipated revenuegrowth.

Abzena reported that the value of contracts secured in the second half of FY18 was £15.4 million, up 42% fromthe first half’s total of £10.8 million, resulting in the Abzena Group starting the current financial year withcommitted forward contracts of £11.4 million.

On 14 June 2018, the Company announced that it had been in market sounding discussions with institutionalinvestors regarding a potential equity fundraising and, in consultation with the Company’s major shareholders,the Abzena Board had decided to prioritise the potential partial monetisation of its interests in certain ABZENAInside products. Since that announcement, Abzena has conducted negotiations, on an exclusive basis, with asingle counterparty for the sale of an interest in the potential future royalties arising on a number of products inthe ABZENA Inside licence portfolio. These negotiations have now been terminated as a result of theAcquisition.

The term ‘ABZENA Inside’ is used by Abzena to describe products that have been created using its proprietarytechnologies and are being developed by its partners, and include Composite Human Antibodies™ andThioBridge™ Antibody Drug Conjugates (ADCs). Abzena has the potential to earn future licence fees, milestonepayments and/or royalties on ABZENA Inside products.

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On 7 July 2018, the Company received an indicative offer from WCAS for an all-cash acquisition of Abzena.WCAS stated that, were the Acquisition to complete, WCAS expected to fund operating losses as well as provideadditional growth capital to build out the manufacturing operations at the Lusk facility. WCAS also agreed toprovide an interim working capital financing solution to the extent required by Abzena’s liquidity position.

Following due diligence conducted by WCAS and its advisers, WCAS provided the Abzena Board with a revisedoffer on 7 August 2018. In addition to the improved price, WCAS confirmed its willingness to provide a workingcapital facility to ensure that the Abzena Group has sufficient funding available through the contemplated periodfor completion of the Acquisition. The agreed form of Facility Letter is described more fully in paragraph “Offerrelated arrangements” in Part Two of this document.

Following a more encouraging second half of FY18, with all reporting lines showing positive growth comparedto the first half (manufacturing + 66%, chemistry + 16%, biology + 14%), the Company is currently trading inline with the Abzena Board’s expectations with forecast revenue for FY19 expected to have grown at a slightlyhigher rate than last year. As at 31 July 2018, committed forward contracts have increased to £14.6 million from£11.4 million at the start of the current financial year, reflecting good progress that has been made since October2017 in the level of the Abzena Group’s contracted orders. Notwithstanding this welcome growth, there remainsuncertainty as to the timing at which projects under contract will be undertaken, and hence the level of revenue tobe invoiced and cash collected remains difficult to predict accurately.

The Abzena Board believes that, while significant growth opportunities remain within the markets in whichAbzena operates, significant additional financial and other resources would be required in order to pursue thesesufficiently adequately to drive a better return for Abzena Shareholders. The Abzena Board is of the opinion that,while continuing turnover growth can be envisaged in the coming years, the need to finance the ongoingoperating losses, planned further capital expenditure and increases in capacity mean that significant growth incashflow will only be achieved over the medium term and beyond.

Set against the backdrop of a declining cash balance in the short term, the Abzena Board has considered theoptions for securing the necessary working capital to fund the Abzena Group’s operations, and to secure thefunding for the capital expenditure to complete the build-out of manufacturing operations in San Diego. TheAbzena Board has considered the funding that would become available if a royalty monetisation transaction wasconcluded on the terms negotiated for the sale of an interest in the ABZENA Inside portfolio. Whilst such fundswould meet short-term working capital needs for the Abzena Group, the Abzena Board determined that theywould not be sufficient to provide the additional growth capital required to build out the manufacturingoperations at the Lusk facility or provide sufficient contingency within the Group’s working capital needs. Therewould remain a need for a potential equity fund raising within the next 12 months, and, after market soundingdiscussions with institutional investors, the Abzena Directors concluded that such a fundraising could not beassured.

The Abzena Board has, therefore, concluded that the offer from WCAS, its provision of the Term Loan Facilityand its stated intention to provide further funding to the Abzena Group provides the best solution to address theAbzena Group’s capital requirements and place the Abzena Group’s business on a more secure basis. The offerin terms of value, form of consideration offered and execution certainty also provides the best available solutionfor Abzena Shareholders, allowing them to realise their investments in Abzena.

Accordingly, the Abzena Board unanimously recommends the Acquisition to Abzena Shareholders.

Abzena has confirmed to the counterparty with whom it had been in discussions in relation to the monetisation ofpotential royalties from certain of the ABZENA Inside products, that it no longer wishes to proceed with thattransaction. Negotiations with that counterparty have been terminated and will not now be consummatedpursuant to the announcement made via Regulatory Information Service by the Company on 16 August 2018.

In considering whether to recommend the Acquisition, the Abzena Directors have taken into account a number offactors, including:

• that the Acquisition price represents a premium, in cash, of 167% to the Closing Price of 6.0 pence perShare on 15 August 2018, being the last practicable day before the publication of the Announcement and apremium of 111% to the average mid market closing price over the past 30 trading days to the same date;

• that the Acquisition provides Abzena Shareholders with an opportunity to realise their entire investment inAbzena for cash within a relatively short timescale;

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• that the Acquisition enjoys the support of Substantial Shareholders holding in aggregate over 76.3% of theexisting share capital of the Company;

• that no higher cash offers have been received, despite interest having been expressed in acquiring theCompany from more than one other party; and

• WCAS has made available the Term Loan Facility and has stated that following completion of theAcquisition, additional investment will be provided to scale the Abzena Group’s business and fund thecapital expenditure requirements to develop it further.

Abzena has also explored opportunities for further fundraising, including debt and equity. Neither Abzena nor itsadvisers have received any proposal which was sufficiently certain to proceed within the timeframe required toeither elect to pursue the royalty monetisation transaction or consider the Acquisition, both of which werediscussed with the Substantial Shareholders, against the near-term requirements of the business to secure fundingfor its present and future growth.

5. Irrevocable undertakings

BidCo has received irrevocable undertakings from each of the Abzena Directors who hold Abzena Shares to votein favour of the Scheme at the Court Meeting and the resolution relating to the Scheme to be proposed at theGeneral Meeting, in respect of a total of 3,730,038 Abzena Shares, representing approximately 1.7% of the sharecapital of Abzena in issue on 7 September 2018 (being the latest practicable date before the release of thisdocument). These irrevocable undertakings remain binding in the event of a competing offer being made forAbzena.

BidCo has received irrevocable undertakings from certain other Abzena Shareholders holding, in aggregate,163,393,837 Abzena Shares representing approximately 76.3% of the existing issued share capital of Abzena tovote in favour of the Scheme at the Court Meeting and the resolution relating to the Scheme at the GeneralMeeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure theacceptance of such Takeover Offer).

BidCo has therefore received irrevocable undertakings with respect to, in aggregate, 167,123,875 Abzena Sharesrepresenting approximately 78.0% of the existing issued share capital of Abzena.

6. Information on Abzena

Abzena provides specialist services and proprietary technologies to enable the selection, development andmanufacturing of better biopharmaceuticals.

Abzena offers the following services and technologies across its principal sites in Cambridge (UK), San Diego,California (USA) and Bristol, Pennsylvania (USA):

• Biology research studies, including immunogenicity assessment of candidate biopharmaceutical productsand bioassay development;

• Protein engineering to create humanized antibodies and deimmunised therapeutic proteins;

• Cell line development for the manufacture of recombinant proteins and antibodies;

• Contract process development and GMP manufacture of biopharmaceuticals, including monoclonalantibodies and recombinant proteins for preclinical and clinical studies;

• Contract synthetic chemistry and bioconjugation research services, focused on antibody-drug conjugates(ADCs);

• Proprietary site-specific conjugation technologies and novel payloads for ADC development;

• GMP manufacturing of ADC linkers, payloads & combined linker-payloads; and

• GMP analytical services for biopharmaceutical manufacturing projects.

In addition, Abzena can benefit from milestone and royalty income from ABZENA Inside products developed byits customers using its proprietary technologies, as described above. This income becomes payable when such aproduct or product candidate passes through certain development milestones or achieves marketing authorisationand subsequent sales for the Abzena customer.

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In the year ended 31 March 2018, Abzena generated revenue of £22.0 million, which was an increase of 18%over the prior year. Manufacturing revenue increased 60% to £8.5 million, chemistry revenue increased 15% to£8.0 million and biology revenue decreased to £4.9 million. In addition, Abzena received £0.5 million of licencerevenue. Operating losses for the period were £14.9 million. Net cash of £6.8 million was reported at year-end.As at 14 August 2018, the Abzena Group had net cash of approximately £4.5 million.

Julian Smith and the Non-Executive Directors, other than Kenneth Cunningham, intend to resign as directors ofAbzena with effect from cancellation of the admission to trading of the Abzena Shares on AIM. As previouslydisclosed via Regulatory Information Service on 4 June 2018, Julian Smith has previously indicated his intentionto step down as Chief Financial Officer. Julian is remaining in the role of Chief Financial Officer of theCompany until 21 September 2018.

7. Information on BidCo

BidCo is a private limited company which was incorporated in England and Wales on 13 August 2018 under theCompanies Act with registered number 11514538. It has its registered office at 3rd Floor 1 Ashley Road,Altrincham, Cheshire, WA14 2DT, United Kingdom.

The directors of BidCo are Brian Regan, Nicholas O’Leary and Jonathan Goldman.

BidCo is a newly incorporated company formed at the direction of WCAS for the purpose of implementing theAcquisition.

BidCo is currently owned 100% by the WCAS Fund, a fund managed by WCAS.

The principal activity of BidCo, in the event of completion of the Acquisition, will be to act as a holdingcompany for Abzena and to provide certain management and strategic services to the Abzena Group. BidCo’sprincipal investment will be the Abzena Shares acquired pursuant to the Acquisition or otherwise.

Save for activities in connection with the making, implementation and financing of the Acquisition and theprovision of the Term Loan Facility, BidCo has not carried on any business prior to the date of this document,nor has it entered into any obligations. BidCo has not paid any dividends or prepared any historical financialaccounts. In the event that the Acquisition becomes Effective, Abzena will be the only direct subsidiary of BidCoand the Abzena Group will therefore represent all or substantially all of the earnings, assets and liabilities ofBidCo, save for the liabilities incurred in connection with the Acquisition.

8. Information relating to WCAS

WCAS was founded in 1979, making it one of the oldest private equity firms in the world, and is the largestprivate equity investor focused exclusively on the healthcare and technology industries. Since its founding,WCAS has raised more than $22 billion across 16 partnerships and has invested approximately $9 billion inapproximately 90 healthcare companies and funded hundreds of follow-on acquisitions. WCAS is currentlyinvesting out of Welsh, Carson, Anderson & Stowe XII, L.P., a $3.3 billion equity fund.

WCAS invests in growth-oriented companies in its two focus industries, healthcare and technology. The firm’sstrategy is to buy growth businesses, partner with outstanding management teams, and build value through acombination of operational improvements, internal growth initiatives and strategic acquisitions.

As a prospective new shareholder and financial sponsor for Abzena, WCAS would look forward to working withAbzena to create the foundation for a long-lasting, productive relationship that will maximize the future growthand prospects of Abzena. WCAS believes these relationships are extremely important, and over its nearly 40-yearhistory, WCAS has worked closely with the founders and management teams of portfolio companies to tacklesignificant strategic and financial issues while building industry-leading companies.

Additionally, WCAS has partnered with management teams to build and grow a number of companies in relatedsectors to Abzena. Through WCAS’ ownership of Aptuit, a small molecule-focused contract research anddevelopment organization, WCAS built a deep understanding of the pharmaceutical research and developmentmarket and in particular, integrated pharmaceutical contract development and manufacturing. Aptuit focuses onproviding drug substance, formulation and drug product services from discovery to investigational new drugfiling to niche commercial scale, both non-GMP and GMP. WCAS and management founded Aptuit in 2006 to

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pursue a “buy-and-build” strategy in the outsourced drug development services space. Over the period of WCAS’investment, Aptuit evolved into a world-class Partner Research Organization, differentiated from competitors byits scientific expertise, state-of-the-art facilities, quality compliance and informatics capabilities. In July 2017,WCAS exited its investment through a sale to Evotec A.G. In addition to WCAS’ experience with Aptuit,members of the BidCo board have spent extensive time working in leadership roles with companies relevant toAbzena such as Patheon, a leading provider of contract development and manufacturing services for small andlarge molecules drugs, and ICON plc, one of the largest clinical research organizations globally.

9. Current trading

Current trading for Abzena continues in line with statements made in its results announcements in respect of theyear ended 31 March 2018, published on 4 June 2018.

10. BidCo’s intentions with regards to the management, employees and locations of business ofAbzena

Prior to the date of the Announcement, consistent with market practice, BidCo was granted access to Abzena’ssenior management team for the purposes of confirmatory due diligence. As a result of this process, BidCo hasformulated its strategic plan to work closely with Abzena’s management team and employees to build a market-leading contract development and manufacturing organisation that is not constrained by a lack of access togrowth capital or the management distractions and ongoing compliance costs resulting from being a publiclyquoted company.

BidCo believes that its financial support for the Company, following the Scheme becoming Effective, will beexpected to include investment in the Company’s operating facilities, as well as providing near-term funding ofAbzena’s operating losses pending the successful execution of BidCo’s growth strategy for the Company. Overthe longer term, BidCo’s sponsorship will provide financial stability to the Company and enhanced technical andoperational capabilities for Abzena, allowing it to serve its current and future customers better.

WCAS has extensive relationships in the healthcare industry broadly and the biopharmaceutical sectorspecifically, which it believes can bring value to Abzena’s operations through operational improvements andpotential new customer relationships. Additionally, BidCo will seek opportunities to grow Abzena’s business byacquisition if it identifies potential opportunities that would be beneficial to Abzena and its customers.

Employees and management

It was stated in the Rule 2.7 Announcement on 16 August that Julian Smith and the Non-Executive Directorsintended to resign as directors of Abzena with effect from cancellation of the admission to trading of the AbzenaShares on AIM. BidCo now intends for Kenneth Cunningham to remain non-executive chairman of Abzena inorder to assist in providing continuity to the business and Kenneth Cunningham has agreed to continue in thisrole on the same contractual terms. BidCo is impressed by the skill set of the Abzena management team andexpects them to be a part of the future leadership of the Company. BidCo has not entered into, and has not haddiscussion on proposals to enter into, any form of incentivisation arrangements with members of Abzena’smanagement. It is BidCo’s intention to put in place appropriate arrangements for the management team ofAbzena following completion of the Acquisition. BidCo also holds the skills, knowledge and expertise ofAbzena’s employees in high regard and believes that BidCo’s focus on driving growth in Abzena’s business willprovide long-term stability and opportunities to Abzena’s most important assets – its employees and customers.

BidCo is focused on revenue growth with both existing and new customers, as well as the expansion of Abzena’soperating capabilities, as the primary levers to achieve profitability in the future, rather than a reliance on costreductions. However, Abzena has already initiated certain cost reduction initiatives which, as the Company statedon 4 June 2018, are expected to result in £2 million of annual savings. BidCo intends to complete these initiativesand to evaluate their impact and sufficiency on an ongoing basis in order to ensure the long-term financialstability and viability of the Company. BidCo anticipates that further cost reduction measures may becomenecessary to achieve this financial goal and any such measures would be expected to include headcountreductions, as well as eliminating those costs directly associated with Abzena’s current status as a publiclyquoted company. New hires in proposed areas of investment, such as manufacturing and quality, would beexpected partially to offset any headcount reductions. Any individuals impacted will be treated in a mannerconsistent with Abzena’s and WCAS’s high standards, culture and practices. The extent and timing of any costsavings measures will be determined principally by the speed at which BidCo’s growth strategy for the Abzenabusiness can be implemented.

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BidCo confirms that, following the Scheme becoming Effective, the existing contractual and statutoryemployment rights, including in relation to pensions, of all Abzena management and employees will be fullysafeguarded in accordance with applicable law. BidCo does not intend to make any material changes in either theconditions of employment or the balance of the skills and functions of the management and employees ofAbzena.

Locations, headquarters, and research and development

BidCo believes that the previously-announced expansion plans for Abzena’s GMP manufacturing capabilities,including 2,000L and 500L bioreactors at the Lusk facility in San Diego, which Abzena has previously indicatedwill require approximately $10 million of additional investment, could create significant value for Abzena’scustomers and enhance the Abzena Group’s offering to existing and new customers. BidCo expects to investincremental capital to support the build out of the Lusk facility, subject to further assessment of the marketopportunity and the investment plan. In addition, BidCo expects to evaluate other investment opportunities acrossAbzena’s three sites to grow the business and enhance capabilities offered to its customers.

BidCo does not intend to make any changes to the locations of Abzena’s places of business, including itsheadquarters in Cambridge UK and the functions of its headquarters. No changes are envisaged by BidCo withrespect to the redeployment of Abzena’s fixed asset base. BidCo does not intend to make changes to the researchand development functions of Abzena, although it expects to assess whether time committed by certainemployees to research and development could be re-focused on other activities to support more effectively thegrowth strategy for the business.

Trading facilities

Abzena Shares are currently admitted to trading on the AIM market operated by the London Stock Exchange.Shortly before the Effective Date an application will be made to the London Stock Exchange for the cancellationof the admission to trading of the Abzena Shares on AIM and trading in the Abzena Shares is expected to end atthe close of business on the business day before the Effective Date, assuming the Scheme has been approved atCourt and by Scheme Shareholders.

Views of the Abzena Board on the effects of the implementation of the Acquisition

In considering their recommendation, the Abzena Directors have given due consideration to BidCo’s statedstrategy and its intentions for the management, employees and locations of business for Abzena as set out in thisletter. The Abzena Directors note that BidCo has acknowledged that a focus by BidCo on driving growth inAbzena’s business with both existing and new customers will provide long-term stability and opportunities toAbzena Group employees and welcomes the fact that Abzena Group employees are considered important assets.

Whilst there will be some operational and administrative restructuring of the Abzena Group, the AbzenaDirectors believe that the Acquisition represents an exciting opportunity for the large majority of Abzena Groupemployees to advance their careers and skills in the business that will have a wider reach, broader industryknowledge and greater resources. The Abzena Directors welcome BidCo’s confirmation that, other than as aresult of the headcount reductions that may be necessary as set out above, it does not intend to make any materialchanges to the conditions of employment of the Abzena Group employees. The Abzena Directors acknowledgethat cost reductions will arise due to elimination of the costs directly associated with Abzena’s current status as apublicly-listed company.

The Abzena Directors welcome the confirmation that Abzena’s Cambridge office will continue to performfunctions consistent with the running of the business currently and that no changes are intended to be made to thelocations of Abzena’s places of business. The Abzena Board notes BidCo’s statements that although BidCo doesnot intend to make changes to the research and development functions of Abzena, BidCo expects to assesswhether the time committed by certain employees to research and development could be refocused. The AbzenaBoard is therefore unable to express a more detailed opinion on the impact of the Acquisition on Abzena’sresearch and development function until such plans are fully crystallised.

The Abzena Board welcomes BidCo’s confirmation that the existing contractual and statutory employmentrights, including in relation to pensions, of all Abzena management and employees will be fully safeguarded inaccordance with applicable law.

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11. Abzena Share Schemes and warrants

Impact of the Scheme on Options and warrants

The Acquisition shall extend to any Abzena Shares which are unconditionally allotted or issued and fully paidpursuant to the exercise of (a) any Options which are vested and exercisable under the Abzena Share Schemesand any other share incentive schemes of Abzena prior to the Scheme Record Time and/or (b) the warrants tosubscribe for Abzena Shares.

All Options which are currently vested and exercisable may be exercised in accordance with their terms and willlapse if not exercised on, or following the expiry of a defined period after, the date of the Court Hearingsanctioning the Scheme. It is not anticipated that any vested Options which have an exercise price greater thanthe Cash Consideration payable per Abzena Share will be exercised.

The Remco has confirmed that it will not exercise any discretion to waive any of the exercise conditions forthose Options for which the exercise conditions have not been met in connection with the Acquisition. SuchOptions will lapse in accordance with their terms on or before the date of the Court sanctioning the Scheme.

It is proposed, as part of the special resolution to be proposed at the General Meeting relating to the Scheme, toamend Abzena’s articles of association to ensure that any Abzena Shares issued under the Abzena ShareSchemes or otherwise between the Voting Record Time and the Scheme Record Time will be subject to theScheme. It is also proposed to amend Abzena’s articles of association so that any Abzena Shares issued to anyperson other than BidCo or its nominee(s) after the Scheme Record Time will be automatically acquired byBidCo on the same terms as under the Scheme. This will avoid any person (other than BidCo or its nominee(s))being left with Abzena Shares after dealings in such shares have ceased.

All of the warrants have a strike price which is greater than the Cash Consideration payable per Abzena Share. Itis not anticipated that any warrants will be exercised in connection with the Acquisition and all will thereforelapse in accordance with their terms.

Participants in the Abzena Share Schemes and holders of warrants will receive a separate communicationexplaining the effect of the Scheme on their Options and/or warrants and the choices available to them.

General

Details of the effect of the Scheme on the Options will be communicated to the participants in the Abzena ShareSchemes at or around the same time as the publication of this document.

Details of the effect of the Scheme on the warrants will be communicated to the warrantholders at or around thesame time as the publication of this document.

12. Action to be taken by Abzena Shareholders

Details of the approvals being sought at the Court Meeting and the General Meeting and the action to be taken byAbzena Shareholders in respect of the Acquisition are set out in paragraph 14 of Part Two of this document.

13. Overseas shareholders

Overseas holders of Abzena Shares should refer to Part Six of this document, which contains importantinformation relevant to such holders.

14. The Scheme and the Meetings

The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement between Abzenaand the Scheme Shareholders under Part 26 of the Companies Act, although BidCo reserves the right to elect toimplement the Acquisition by way of a Takeover Offer (subject to Panel consent, where necessary). Theprocedure involves an application by Abzena to the Court to sanction the Scheme, which will involve the SchemeShares being transferred to BidCo, in consideration for which Scheme Shareholders will receive cash (on thebasis described in paragraph 2 above).

To become Effective, the Scheme requires, among other things, the approval of a majority in number of theScheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting,

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representing not less than 75% in value of the Scheme Shares held by such Scheme Shareholders present andvoting at the Court Meeting (or any adjournment of the Court Meeting) and the passing of the special resolutionnecessary to implement the Scheme at the General Meeting. Following the Court Meeting and the GeneralMeeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also besanctioned by the Court. Abzena will give adequate notice of the time and date of the Court Hearing, onceknown, by issuing an announcement through a Regulatory Information Service. The Scheme will only becomeEffective upon a copy of the Court Order being delivered to the Registrar of Companies for registration. Uponthe Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or notthey attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether ornot they voted in favour).

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may besatisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. You aretherefore strongly urged to complete, sign and return your Forms of Proxy or to appoint a proxy throughthe CREST electronic proxy appointment service (as appropriate) as soon as possible.

Further details of the Scheme and the Meetings are set out in paragraphs 2 and 4 of Part Two of thisdocument.

15. United Kingdom Taxation

Your attention is drawn to paragraph 11 of Part Two of this document headed “United Kingdom taxation”.Although this document contains certain tax-related information, if you are in any doubt about your own taxposition or you are subject to taxation in any jurisdiction other than the United Kingdom, you should consult anappropriately qualified independent professional adviser immediately.

16. Recommendation

The Abzena Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition,consider the terms of the Acquisition to be fair and reasonable. N+1 Singer is providing independent financialadvice to the Abzena Directors for the purposes of Rule 3 of the Code. In providing its financial advice to theAbzena Directors, N+1 Singer has taken into account the commercial assessments of the Abzena Directors.

Accordingly, the Abzena Directors intend to recommend unanimously that Abzena Shareholders vote in favourof the Scheme at the Court Meeting and the resolution relating to the Acquisition to be proposed at the GeneralMeeting as each of Anthony Brampton, John Burt, Kenneth Cunningham, Peter Grant and Julian Smith haveirrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 3,730,038Abzena Shares and representing approximately 1.7% of the issued share capital of Abzena as at 7 September2018 (being the latest practicable date prior to publication of this document).

17. Further information

Your attention is drawn to further information contained in Part Two (Explanatory Statement), Part Three(Conditions to the Implementation of the Scheme and to the Acquisition), Part Four (The Scheme ofArrangement) and Part Seven (Additional Information on Abzena and BidCo) of this document which providesfurther details concerning the Scheme.

You are advised to read the whole of this document and not just rely on the summary informationcontained in this letter.

Yours faithfully,

Kenneth Cunningham

ChairmanAbzena plc

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PART TWO

EXPLANATORY STATEMENT(In compliance with section 897 of the Companies Act)

Nplus 1 Singer Advisory LLP1 Bartholomew LaneLondon EC2N 2AX

Incorporated in England and Waleswith registered number OC364131

10 September 2018

To the holders of Abzena Shares and, for information only, to holders of Options, holders of warrants andpersons with information rights

Dear Shareholder

RECOMMENDED CASH ACQUISITION OF ABZENA PLC BY ASTRO BIDCO LIMITED

1. Introduction

On 16 August 2018, the Boards of Abzena and BidCo announced that they had agreed the terms of arecommended cash offer by BidCo to acquire the entire issued and to be issued share capital of Abzena. TheAcquisition is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of theCompanies Act. The Scheme requires, amongst other things, the approval of the Scheme Shareholders and thesanction of the Court.

Your attention is drawn to the letter from the Chairman of Abzena set out in Part One of this document,which forms part of this Explanatory Statement. The letter contains, among other things: (a) informationon the reasons for and benefits of the Acquisition and (b) the background to and reasons for theunanimous recommendation by the Abzena Directors to Abzena Shareholders to vote in favour of theResolutions to be proposed at the Court Meeting and the General Meeting.

The Abzena Directors, who have been so advised by N+1 Singer as to the financial terms of theAcquisition, consider the terms of the Acquisition to be fair and reasonable. N+1 Singer is providingindependent financial advice to the Abzena Directors for the purposes of Rule 3 of the Code. In providingits financial advice to the Abzena Directors, N+1 Singer has taken into account the commercialassessments of the Abzena Directors.

Accordingly, the Abzena Directors recommend unanimously that Abzena Shareholders vote in favour ofthe Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting, aseach of John Burt, Julian Smith, Kenneth Cunningham, Anthony Brampton and Peter Grant haveirrevocably undertaken to do in respect of their own beneficial holdings of Abzena Shares.

N+1 Singer has been authorised by the Abzena Directors to write to you to explain the terms of the Acquisitionand the Scheme and to provide you with other relevant information. In giving its advice, N+1 Singer is advisingthe Abzena Directors in relation to the Acquisition and is not acting for any Abzena Director in their personalcapacity nor for any Abzena Shareholder in relation to the Acquisition. N+1 Singer will not be responsible to anysuch person for providing the protections afforded to its clients or for advising any such person in relation to theAcquisition. In particular, N+1 Singer will not owe any duties or responsibilities to any particular AbzenaShareholder concerning the Acquisition. Please note that dates and timings set out in this document are indicativeonly and may be subject to change.

This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the Scheme areset out in full in Part Four (The Scheme of Arrangement) of this document. Your attention is also drawn to theother parts of this document, which are deemed to form part of this Explanatory Statement, including Part One(Letter from the Chairman of Abzena), the Conditions and certain further terms set out in Part Three (Conditionsto the implementation of the Scheme and to the Acquisition) and the additional information set out in Part Seven(Additional Information on Abzena and BidCo) of this document. For overseas holders of Abzena Shares, yourattention is drawn to Part Six (Additional Information for Overseas Shareholders), which forms part of thisExplanatory Statement.

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2. Summary of the terms of the Acquisition and the Scheme

The Acquisition

The Acquisition is being effected by way of a Court-sanctioned scheme of arrangement between Abzena andScheme Shareholders under Part 26 of the Companies Act (although BidCo reserves the right (with the consentof the Panel) to implement the Acquisition by way of a Takeover Offer). Following the Scheme becomingEffective, the entire issued share capital of Abzena will be held by BidCo.

Under the terms of the Acquisition, Scheme Shareholders will receive:

16 pence in cash for each Abzena Share

The terms of the Acquisition value the entire issued share capital of Abzena at approximately £34.4 million on afully diluted basis.

The Acquisition represents a premium of approximately:

• 167% to the Closing Price per Abzena Share of 6.0 pence on 15 August 2018 (being the latest practicabledate before the date of the Announcement); and

• 36% to the average Closing Price per Abzena Share of 11.8 pence in the three months to 15 August 2018(being the latest practicable date before the date of the Announcement).

Conditions

The Acquisition and, accordingly, the Scheme is subject to a number of conditions set out in full in Part Three ofthis document, including:

(A) approval of the resolution to be proposed at the Court Meeting by the requisite majorities of the SchemeShareholders on or before 24 October 2018, being the 22nd day after the expected date of the CourtMeeting (or such later date, if any, as BidCo and Abzena may agree and the Court may allow);

(B) approval of all resolutions necessary to approve and implement the Scheme by the requisite majority of theAbzena Shareholders at the General Meeting on or before 24 October 2018, being the 22nd day after theexpected date of the General Meeting (or such later date, if any, as BidCo and Abzena may agree and theCourt may allow);

(C) the sanction of the Scheme with or without modification (but subject to any such modification beingacceptable to BidCo and Abzena) by the Court on or before the 22nd day after the expected date of theCourt Hearing as set out in this document (or such later date, if any, as BidCo and Abzena may agree andthe Court may allow) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(D) the Scheme becoming unconditional and becoming Effective by no later than the Long Stop Date.

The Scheme will require approval by Scheme Shareholders at the Court Meeting and Abzena Shareholders at theGeneral Meeting and the sanction of the Court at the Court Hearing. The Meetings and the nature of theapprovals required to be given at them are described in more detail in paragraph 4 below. All SchemeShareholders are entitled to attend the Court Hearing in person or through representatives to support or opposethe sanctioning of the Scheme.

The Scheme can only become Effective if all Conditions to the Scheme, including shareholder approvals and thesanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). TheScheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies forregistration. Subject to the sanction of the Scheme by the Court, this is expected to occur in October 2018. If theScheme does not become Effective by the Long Stop Date, the Scheme will not become Effective and theAcquisition will not proceed.

The Scheme

It is proposed that, under the Scheme, the Scheme Shares will be transferred to BidCo (or its nominee(s)) so thatthe entire issued share capital of Abzena is held by BidCo (or its nominee(s)). Holders of Scheme Shares whosenames appear on the register of Abzena at the Scheme Record Time, that is the close of business on the date ofthe Court Hearing, will receive 16 pence in cash for each Scheme Share held by them.

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Amendments to Abzena’s articles of association

It is proposed, as part of the special resolution to be proposed at the General Meeting relating to the Scheme, toamend Abzena’s articles of association to ensure that any Abzena Shares issued between the Voting Record Timeand the Scheme Record Time will be subject to the Scheme. It is also proposed to amend Abzena’s articles ofassociation so that any Abzena Shares issued to any person other than BidCo or its nominee(s) at or after theScheme Record Time will be automatically acquired by BidCo on the same terms as under the Scheme. This willavoid any person (other than BidCo or its nominee(s)) being left with Abzena Shares after dealings in such shareshave ceased on AIM (which is expected to occur at 7.30 a.m. on the business day before the Effective Date). Part(B) of the special resolution set out in the notice of General Meeting on pages 68 to 70 of this document seeks theapproval of Abzena Shareholders for such amendment.

Offer-related arrangements

Confidentiality Agreement

Abzena and WCAS entered into the Confidentiality Agreement on 14 July 2018 pursuant to which each of theparties thereto undertakes to keep confidential information relating to the other party and not to disclose it tothird parties (other than to permitted disclosees) unless required by law or regulation.

The Confidentiality Agreement also contains undertakings from WCAS that for a period of 12 months from thedate of the Confidentiality Agreement, WCAS shall not solicit certain employees of Abzena or certainconsultants or independent contractors engaged by Abzena, subject to customary carve-outs. The ConfidentialityAgreement’s obligations will cease to have effect on completion of the Acquisition. If the Acquisition does notcomplete, the confidentiality obligations shall remain in force for a period of two years from the date of theConfidentiality Agreement.

Confidentiality Agreement with GMP Operations Consulting LLC

Abzena entered into a further confidentiality agreement with GMP OC on 10 August 2018, a consultancy serviceengaged by WCAS in connection with its due diligence prior to launch of the Acquisition. Pursuant to the GMPOC Confidentiality Agreement, Abzena agreed to share certain confidential information with GMP OC. GMPOC undertook to keep the confidential information secret and not disclose it to third parties (other than topermitted disclosees) unless required by law or regulation. The confidentiality obligations contained within theGMP OC Confidentiality Agreement shall remain in force for a period of five years from 10 August 2018.

Financing Arrangements with BidCo

Abzena and BidCo entered into the Facility Letter on 16 August 2018 under which BidCo agreed to provide theTerm Loan Facility to Abzena. The Term Loan Facility was capable of being drawn to finance Abzena’s workingcapital requirements and its general corporate purposes. The Term Loan Facility has a term of 364 days from thedate on which the Facility Letter is signed and accrues interest at an annual rate which is the sum of 8% plus theBank of England’s base rate. Interest is, at BidCo’s discretion, payable in cash in arrears monthly, orcompounded monthly to the loan made available under the Term Loan Facility. Default interest on any unpaidamount accrues at the rate of 12% per annum.

Notice by Abzena to draw £2,000,000 in accordance with the Term Loan Facility was delivered to BidCo on16 August 2018. The funds were received by Abzena on 20 August 2018.

The Facility Letter contains certain representations and warranties, covenants and a financial covenant whichAbzena has provided in favour of BidCo. The covenants are:-

• not to grant security other than specific security which is permitted under the Facility Letter;

• not to incur any financial indebtedness other than specific permitted financial indebtedness;

• not to dispose of any asset other than certain permitted disposals;

• not to lend, give indemnities or guarantees unless to or in respect of the obligations of another member ofthe Abzena Group or the guarantee or indemnity is in the ordinary course of trade;

• not to make any dividend payment except for certain permitted dividend payments;

• not to make any substantial change to the general nature of the business of Abzena or the Abzena Group;

• to deliver to BidCo:-

O within 5 business days of BidCo’s request, its most recent consolidated audited accounts;

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O within 30 days of each month end its most recent consolidated monthly management accounts;

O a cashflow forecast every 2 weeks; and

O within 5 business days of BidCo’s request, details of financial indebtedness of Abzena with any thirdparties.

The Facility Letter states that the Term Loan Facility was only capable of being drawn subject to satisfyingcertain conditions precedent which included the making of the Acquisition by BidCo. Since being drawn byAbzena, the Term Loan Facility is repayable on the earlier to occur of (i) 364 days from the date of the FacilityLetter and (ii) an earlier repayment event, being the date falling 90 days after the date on which a party’s offer(other than the proposed Acquisition) for all of the ordinary share capital in Abzena in accordance with Rule 2.7of the Code becomes or is declared unconditional in all respects or effective. Abzena is also able to voluntarilyprepay the loan drawn under the Term Loan Facility upon 3 business days’ notice.

The Term Loan Facility was secured against all Abzena assets which are domiciled in England and Walespursuant to the Debenture entered into on 16 August 2018 and guaranteed by certain English members of theAbzena Group pursuant to the Guarantee entered into on 16 August 2018 with a requirement that certainUS members of the Abzena Group provide guarantees within 60 days of the date of the Facility Letter.

Under the Debenture, Abzena has granted security to BidCo over all of its assets in England and Wales, on termscustomary for general corporate lending transactions. Pursuant to the Guarantee, Abzena and certain of itsEnglish subsidiaries are also to guarantee Abzena’s and these other companies’ liabilities to BidCo under theFacility Letter, the Debenture and the Guarantee. The Guarantee is on terms customary for general corporatetransactions.

The proposed Term Loan Facility constitutes an action falling within Rule 21.1(a) of the Code. UnderRule 21.1(c) (iii) of the Code, the Panel Executive has agreed to disapply Rule 21.1(a) of the Code in relation tothe proposed entry by the Company in to the Term Loan Facility on the basis that Abzena Shareholders holdingshares carrying more than 50% of the voting rights of the Company stated in writing that they approved theproposed action and would vote in favour of any resolution to that effect proposed at a general meeting.

Abzena Share Schemes Undertaking

Abzena gave an undertaking to procure that Chemistry Research Solution, LLC and PacificGMP would amend,respectively, The Chemistry Research Solution LLC 2016 Stock Option Plan and The PacificGMP 2016 StockOption Plan to provide that options granted under those plans would lapse to the extent not exercised inconnection with the Acquisition. The requisite amendments have now been made.

3. Information on Abzena, BidCo and WCAS

Please refer to paragraphs 6, 7 and 8 of Part One of this document.

4. Abzena Meetings

The Scheme will require the approval of Scheme Shareholders at the Court Meeting and Abzena Shareholders atthe separate General Meeting, both of which will be held on 2 October 2018 at Pinsent Masons LLP, 30 CrownPlace, London, EC2A 4ES. The Court Meeting is being held at the direction of the Court to seek the approval ofScheme Shareholders for the Scheme. The General Meeting is being convened to seek the approval ofAbzena Shareholders to enable the Abzena Directors to implement the Scheme and to amend the articles ofassociation of Abzena as described in paragraph 2 above.

Notices of both the Court Meeting and the General Meeting are set out at Part Nine and Part Ten of thisdocument. Entitlement to attend and vote at these meetings and the number of votes which may be cast thereatwill be determined by reference to the register of members of Abzena at the Voting Record Time.

If the Scheme becomes Effective, it will be binding on all Abzena Shareholders, irrespective of whether ornot they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether ornot they voted in favour of the resolutions at such Meetings).

Any Abzena Shares which BidCo or any other member of the Wider BidCo Group (or their respective nominees)may acquire before the Court Meeting are not Scheme Shares and therefore none of BidCo or any other member

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of the Wider BidCo Group (or their respective nominees) is entitled to vote at the Court Meeting in respect of theAbzena Shares held or acquired by it and will not exercise the voting rights attaching to such Abzena Shares atthe General Meeting.

Court Meeting

The Court Meeting has been convened for 11.00 a.m. on 2 October 2018 to enable the Scheme Shareholders toconsider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and each memberpresent in person or by proxy will be entitled to one vote for each Scheme Share held at the Voting Record Time.The approval required at the Court Meeting is a simple majority in number of Scheme Shareholders present andvoting in person or by proxy, representing 75% in value of the Scheme Shares held by those SchemeShareholders present and voting in person or by proxy.

At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Courtmay be satisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. Youare therefore strongly urged to complete, sign and return your blue Form of Proxy or to appoint a proxythrough the CREST electronic proxy appointment service (as appropriate) as soon as possible.

You will find the Notice of the Court Meeting in Part Nine (Notice of Court Meeting) of this document.

General Meeting

In addition, the General Meeting has been convened for the same date (to be held immediately after the CourtMeeting) to consider and, if thought fit, pass a special resolution to approve:

(A) the authorisation of the Abzena Directors to take all such actions as they may consider necessary orappropriate to give effect to the Scheme; and

(B) the amendment of the articles of association of Abzena in the manner described in paragraph 2 above.

The special resolution will require votes in favour representing at least 75% of the votes cast at the GeneralMeeting in person (including by corporate representative) or by proxy. The vote of the Abzena Shareholders atthe General Meeting will be held by way of a poll. Each holder of Abzena Shares who is entered on the registerof members of Abzena at the Voting Record Time and is present in person or by proxy will be entitled to onevote for each Abzena Share so held.

You will find the Notice of the General Meeting in Part Ten (Notice of General Meeting) of this document.

5. Entitlement to vote at the Meetings

Each Abzena Shareholder who is entered in Abzena’s register of members at the Voting Record Time (expectedto be close of business on 28 September 2018) will be entitled to attend and vote on all Resolutions to beconsidered at the Meetings. If either Meeting is adjourned, only those Abzena Shareholders on the register ofmembers at close of business on the day which is two business days before the adjourned meeting will be entitledto attend and vote. Each eligible Abzena Shareholder is entitled to appoint a proxy or proxies to attend, speakand, on a poll, to vote instead of him or her. A proxy need not be an Abzena Shareholder. EligibleAbzena Shareholders who return completed Forms of Proxy or appoint a proxy through CREST may still attendthe Meetings instead of their proxies and vote in person, if they wish and are entitled to do so.

6. Background to and reasons for the Abzena Board recommendation

Information relating to the background to and reasons for the Abzena Directors’ unanimous recommendation ofthe Acquisition is set out in paragraph 4 of Part One of this document and information relating to BidCo’sintentions as regards Abzena’s management, employees and locations of business of Abzena are set out inparagraph 10 of Part One of this document.


Information relating to the irrevocable undertakings which have been received by BidCo in respect ofAbzena Shares is set out in paragraph 5 of Part One of this document and in paragraph 9 of Part Seven of thisdocument.

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8. Cash confirmation

Peel Hunt, as financial adviser to WCAS, is satisfied that sufficient resources are available to BidCo to enable itto satisfy, in full, the Cash Consideration payable to Abzena Shareholders under the terms of the Acquisition.

9. The Abzena Directors and the effect of the Scheme on their interests

The names of the Abzena Directors and details of their interests are set out in Part Seven of this document.

The effect of the Scheme on the interests of Abzena Directors does not differ from its effect on the like interestsof any other Scheme Shareholder.

10. Cancellation of admission to trading, re-registration and settlement of Cash Consideration

Cancellation of admission to trading and re-registration

Shortly before the Effective Date, an application will be made to the London Stock Exchange for the admissionof the Abzena Shares to trading on AIM to be cancelled by 7.00 a.m. on the business day following the EffectiveDate. The last day of dealings in, and for registration of transfers of, Abzena Shares shall be 10 October 2018with all dealings in Abzena Shares suspended at 7.30 a.m. on 11 October 2018. No transfers of Abzena Shareswill be registered after this date.

It is intended that cancellation of admission to trading of Abzena Shares on AIM will take effect by 7.00 a.m. on12 October 2018. By 7.00 a.m. on the business day following the Effective Date, share certificates in respect ofScheme Shares will cease to be valid. In addition, entitlements to Scheme Shares held within the CREST systemwill be cancelled by 7.00 a.m. on the business day following the Effective Date.

It is also intended that, as soon as possible after the Effective Date, Abzena will be re-registered as a privatelimited company under the relevant provisions of the Companies Act.

Settlement

Subject to the Acquisition becoming Effective (and except as provided in Part Six of this document in relation tocertain overseas Abzena Shareholders), settlement of the consideration to which any Abzena Shareholder isentitled under the Scheme will be effected as soon as practicable and not later than 14 days after the EffectiveDate in the following manner:

(A) Abzena Shares in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Abzena Shares in uncertificated form,the Cash Consideration to which such Scheme Shareholder is entitled will be transferred to such personthrough CREST by BidCo procuring the creation of an assured payment obligation in favour of theappropriate CREST account through which the Scheme Shareholder holds such uncertificated AbzenaShares in respect of the Cash Consideration due to him.

As from the Scheme Record Time, each holding of Abzena Shares credited to any stock account in CRESTwill be disabled and all Abzena Shares will be removed from CREST in due course.

BidCo reserves the right to pay all, or any part of, the Cash Consideration referred to above to all or anyScheme Shareholder(s) who hold Abzena Shares in uncertificated form in the manner referred to insub-paragraph (B) below if, for any reason, it wishes to do so.

(B) Abzena Shares in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Abzena Shares in certificated form,settlement of the Cash Consideration due under the Scheme in respect of the Scheme Shares will bedespatched:

(i) by first class post, by cheque drawn on a branch of a UK clearing bank; or

(ii) by such other method as may be approved by the Panel.

All such cash payments will be made in pounds sterling. Payments made by cheque will be payable to theScheme Shareholder(s) concerned. Cheques will be despatched not later than the 14th day following the

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Effective Date to the person entitled to it at the address as appearing in the register of members of Abzenaat the Scheme Record Time. None of Abzena, WCAS, BidCo, any nominee(s) of BidCo or any of theirrespective agents shall be responsible for any loss or delay in the transmission of cheques sent in this way,and such cheques shall be sent at the risk of the person entitled to it.

(C) General

All documents and remittances sent to Abzena Shareholders will be sent at their own risk.

By 7.00 a.m. on the business day following the Effective Date, each certificate representing a holding ofScheme Shares will cease to be a valid document of title and should be destroyed or, at the request ofAbzena, delivered up to Abzena, or to any person appointed by Abzena to receive the same. By 7.00 a.m.on the business day following the Effective Date, entitlements to Scheme Shares held within CREST willbe cancelled.

Except with the consent of the Panel and subject to the provisions of sub-paragraph (D) below, settlementof the consideration to which any Abzena Shareholder is entitled under the Scheme will be implemented infull in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or otheranalogous right to which BidCo might otherwise be, or claim to be, entitled against such AbzenaShareholder.

(D) Dividends

If any dividend or other distribution (including any return of capital) is authorised, declared, made, paid orpayable by Abzena in respect of the Abzena Shares on or after the date of the Announcement and beforethe Effective Date, BidCo reserves the right to reduce the Cash Consideration by the amount of all or partof any such other dividend or other distribution, except insofar as the Abzena Share is or will be transferredpursuant to the Acquisition on a basis which entitles BidCo alone to receive the dividend and/ordistribution and/or return of capital but if that reduction in price has not been effected, the person to whomthe Cash Consideration is paid in respect of that Abzena Share, will be obliged to account to BidCo for theamount of such dividend and/or distribution and/or return of capital.

11. United Kingdom taxation

The comments set out below summarise certain limited aspects of the UK taxation treatment of SchemeShareholders under the Scheme and do not purport to be a complete analysis of all tax considerations relating tothe Scheme. They are based on current UK legislation and what is understood to be current HM Revenue andCustoms (HMRC) practice, both of which are subject to change, possibly with retrospective effect.

The comments are intended as a general guide and do not deal with certain categories of Scheme Shareholdersuch as charities, dealers in securities, persons who have or could be treated for tax purposes as having acquiredtheir Scheme Shares by reason of their employment or as holding their Scheme Shares as carried interest,collective investment schemes, persons subject to UK tax on the remittance basis and insurance companies.

References below to UK Holders are to Scheme Shareholders who are resident and, in the case of individuals,domiciled or deemed domiciled for the relevant period, solely in the UK for UK tax purposes, who hold theirScheme Shares as an investment (other than under an individual savings account) and who are the absolutebeneficial owners of their Scheme Shares.

IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION, AND IN PARTICULAR IF YOU ARESUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOUSHOULD CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONALADVISER IMMEDIATELY.

UK taxation of chargeable gains

The transfer of Scheme Shares under the Scheme in return for cash should be treated as a disposal of the UKHolder’s Scheme Shares for the purposes of capital gains tax (CGT) or corporation tax on chargeable gains (asapplicable) and therefore may, depending on the UK Holder’s particular circumstances (including the availabilityof exemptions, reliefs and/or allowable losses), give rise to a liability to UK tax on chargeable gains or,alternatively, a capital loss.

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Individual Scheme Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Scheme Shares by an individual UKHolder will be subject to CGT at the rate of 10% except to the extent that the gain, when it is added to the UKHolder’s other taxable income and gains in the relevant tax year, takes the individual UK Holder’s aggregateincome and gains over the higher rate threshold (£46,350 for the 2018/19 tax year), in which case it will be taxedat the rate of 20%.

The CGT annual exemption (£11,700 for the 2018/19 tax year) may be available to individual UK Holders tooffset against chargeable gains realised on the disposal of their Scheme Shares.

Corporate Scheme Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Scheme Shares by a UK Holder withinthe charge to UK corporation tax will be taxed at the main rate of UK corporation tax, which is 19% for the2018/19 tax year.

For UK Holders within the charge to UK corporation tax (but which do not qualify for the substantialshareholding exemption in respect of their Scheme Shares), indexation allowance may be available to reduce anychargeable gain arising (but not to create or increase any allowable loss) on the disposal of their Scheme Shares.However, the Finance Act 2018 limits the availability of indexation allowance for disposals on and after1 January 2018 to any indexation allowance calculated up to 31 December 2017.

The substantial shareholding exemption may apply to exempt from corporation tax any chargeable gain (ordisallow any loss) arising to UK Holders within the charge to UK corporation tax where a number of conditionsare satisfied, including that the corporate UK Holder has held not less than 10% of the ordinary issued sharecapital of Abzena for a period of at least one year before the date of disposal.

UK stamp duty and stamp duty reserve tax (SDRT)

No UK stamp duty or SDRT should be payable by Scheme Shareholders on the transfer of their Scheme Sharesunder the Scheme.

12. Abzena Share Schemes and warrants

The effect of the Scheme in relation to the Options and warrants is described in paragraph 11 of the letter fromthe Chairman of Abzena in Part One of this document.

13. Overseas holders

Overseas holders of Abzena Shares should refer to Part Six of this document which contains importantinformation relevant to such holders.

14. Actions to be taken

Actions to be taken by Abzena Shareholders

The Scheme will require approval at a meeting of Scheme Shareholders convened by order of the Court to beheld at Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ES at 11.00 a.m. on 2 October 2018. Theapproval required at this meeting is that those voting to approve the Scheme must:

(A) represent a simple majority in number of those Scheme Shareholders present and voting in person or byproxy; and

(B) also represent 75% in value of the Scheme Shares held by those Scheme Shareholders present and votingin person or by proxy.

The Scheme requires the sanction of the Court at the Court Hearing where Abzena Shareholders may be presentand be heard in person or through representation to support or oppose the sanctioning of the Scheme.Implementation of the Scheme will also require approval by special resolution at the General Meeting to be heldimmediately after the Court Meeting, as described in paragraph 4 above. The approval required for this specialresolution to be passed is a vote in favour of not less than 75% of the votes cast.

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If the Scheme becomes Effective, it will be binding on all holders of Scheme Shares irrespective of whetheror not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether ornot they voted in favour of the resolutions at such Meetings).

Forms of Proxy

Abzena Shareholders will find accompanying this document a blue Form of Proxy and a yellow Form of Proxy.The blue Form of Proxy is to be used in connection with the Court Meeting and the yellow Form of Proxy is tobe used in connection with the General Meeting. Whether or not you intend to attend these Meetings, pleasecomplete and sign both Forms of Proxy and return them in accordance with the instructions printed on them toAbzena’s registrars, SLC Registrars, so as to arrive as soon as possible but in any event at least 48 hours beforethe relevant meeting, excluding any part of a day that is not a business day.

If the blue Form of Proxy relating to the Court Meeting is not lodged by the relevant time, it may be handed tothe Chairman of the Court Meeting or to Abzena’s registrar, SLC Registrars, on behalf of the Chairman of theCourt Meeting before the start of the Court Meeting. However, in the case of the General Meeting, if the yellowForm of Proxy is not lodged so as to be received by the time mentioned above and in accordance with theinstructions on that Form of Proxy, it will be invalid. The completion and return of either Form of Proxy will notpreclude you from attending the Court Meeting or the General Meeting and voting in person, if you so wish.

Abzena Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the CourtMeeting and General Meeting or any adjournment(s) by using the CREST electronic proxy appointment servicemay do so by using the procedures described in the CREST Manual. CREST personal members or other CRESTsponsored members, and those CREST members who have appointed a voting service provider(s), should refer totheir CREST sponsor or voting service providers, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CRESTmessage (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions, as described in the CRESTManual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to theinstructions given to a previously appointed proxy, must in order to be valid, be transmitted so as to be receivedby SLC Registrars (ID 7RA01) at least 48 hours before the Court Meeting or the General Meeting, as applicable,excluding any part of a day that is not a business day. For this purpose, the time of receipt will be taken to be thetime (as determined by the timestamp applied to the message by the CREST Applications Host) from which SLCRegistrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After thistime any change of instructions to proxies appointed through CREST should be communicated to the appointeethrough other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal memberor sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or votingservice provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means ofthe CREST system by any particular time. In this connection, CREST members and, where applicable, theirCREST sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.

Abzena may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theRegulations.

At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Courtmay be satisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. Youare therefore strongly urged to complete, sign and return your blue Form of Proxy or to appoint a proxythrough the CREST electronic proxy appointment service (as appropriate) as soon as possible.

15. Further information

The terms of the Scheme are set out in full in Part Four of this document. Your attention is also drawn to thefurther information contained in this document, including the Conditions to the implementation of the Scheme

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and to the Acquisition in Part Three of this document. Further information regarding Abzena and BidCo is set outin Part Seven of this document. Documents published and available for inspection are listed in paragraph 17 ofPart Seven of this document.

Yours faithfully,

Aubrey PowellDirector – Corporate Finance

For and on behalf of Nplus1 Singer Advisory LLP

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PART THREE

CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE ACQUISITION

Part A: Conditions to the Acquisition

The Acquisition will be subject to the following Conditions:-

1. The Acquisition will be conditional upon the Scheme becoming unconditional and Effective no later than31 December 2018, or such later date (if any) as BidCo and Abzena may, with the consent of the Panel,agree and (if required) the Court may allow.

2. The Scheme will be conditional upon:

2.1 its approval by a majority in number representing not less than three fourths in value of the SchemeShareholders (or the relevant class or classes of Scheme Shareholders thereof, if applicable) present andvoting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may berequired by the Court or at any adjournment of any such meeting on or before 24 October 2018, being the22nd day after the expected date of the Court Meeting (or such later date (if any) as BidCo and Abzena mayagree and the Court may allow); and

2.2 all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majorityor majorities at the General Meeting or at any adjournment of that meeting on or before 24 October 2018,being the 22nd day after the expected date of the General Meeting (or such later date (if any) as BidCo andAbzena may agree and the Court may allow); and

2.3 the sanction of the Scheme (with or without modification but subject to any such modification beingacceptable to BidCo and Abzena) by the Court on or before the 22nd day after the expected date of theCourt Hearing set out in this document (or such later date (if any) as BidCo and Abzena may agree and theCourt may allow); and

2.4 the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

3. In addition, subject to the requirements of the Panel, BidCo and Abzena have agreed that the Acquisitionwill be conditional upon the following conditions and, accordingly, the necessary actions to make theScheme Effective will not be taken unless the following Conditions (as amended if appropriate) have beensatisfied (and continue to be satisfied pending the commencement of the Court Hearing to sanction theScheme) or, where relevant, waived prior to the Scheme being sanctioned by the Court:

3.1 all necessary notifications, filings and applications having been made in connection with the Acquisition,all regulatory and statutory obligations in any relevant jurisdiction reasonably deemed necessary orappropriate by BidCo having been complied with in connection with the Acquisition, all necessary waitingand other time periods (including any extensions of such waiting and other time periods) under anyapplicable legislation or regulations of any relevant jurisdiction reasonably deemed necessary by BidCohaving expired, lapsed or been terminated in each case in respect of the Acquisition and all necessaryauthorisations and consents having been obtained in terms and in a form reasonably satisfactory to BidCofrom appropriate third parties in connection with the acquisition or proposed acquisition of any shares orother securities in, or control or management of, Abzena or any other member of the Wider Abzena Groupby any member of the Wider BidCo Group or the carrying on by any member of the Wider Abzena Groupof its business;

3.2 no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmentalor investigative body, court, trade agency, association, institution or any other body or person in anyjurisdiction (each a “Third Party”) having given notice of a decision to take, institute, implement orthreaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not havingwithdrawn the same), or enacted, made or proposed any statute, regulation, decision or order, or havingtaken any other steps which would or might reasonably be expected to:

(a) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for anyproposed divestiture by any member of the Wider BidCo Group or by any member of the WiderAbzena Group of all or any material part of their respective businesses, assets or properties orimpose any material limitation on the ability of any of them to conduct their respective businesses(or any of them) or to own any of their respective assets or properties or any part thereof, which, inany such case, is material in the context of the Wider BidCo Group or the Wider Abzena Group, ineither case taken as a whole;

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(b) require, prevent or materially delay the divestiture by the Wider BidCo Group of any shares, othersecurities or other interests in Abzena or any member of the Wider Abzena Group;

(c) require any member of the Wider BidCo Group or of the Wider Abzena Group to acquire, or to offerto acquire, any shares or other securities (or the equivalent) or interest in any member, or repay anyindebtedness of any member of the Wider BidCo Group or the Wider Abzena Group owned by anythird party (other than in implementation of the Acquisition);

(d) impose any limitation on, or result in a delay in, the ability of any member of the Wider BidCoGroup directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership inrespect of shares or loans or securities convertible into shares or any other securities (or theequivalent) in any member of the Wider Abzena Group or the Wider BidCo Group or to exercisemanagement control over any such member;

(e) otherwise adversely affect the business, assets, liabilities, trading position, profits, operationalperformance, or prospects of any member of the Wider BidCo Group or of any member of theWider Abzena Group in a manner which is material in the context of the Wider BidCo Group or theWider Abzena Group, in either case, taken as a whole;

(f) make the Acquisition or its implementation or the acquisition or proposed acquisition by BidCo orany member of the Wider BidCo Group of any shares or other securities in, or control of Abzenavoid, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly orindirectly, restrain, restrict, prohibit, prevent, delay or otherwise interfere with the same, or imposeadditional conditions or obligations with respect thereto, or otherwise challenge or interferetherewith;

(g) impose any limitation on, or result in any delay in, the ability of any member of the Wider BidCoGroup or the Wider Abzena Group to conduct, integrate or co-ordinate its business, or any part of it,with the businesses of any other members of the Wider BidCo Group and/or the Wider AbzenaGroup which is material in the context of the Acquisition;

(h) require any member of the Wider Abzena Group to relinquish, terminate or amend in any way anymaterial contract to which any member of the Wider Abzena Group is a party; or

(i) result in any member of the Wider BidCo Group or the Wider Abzena Group ceasing to be able tocarry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including extensions thereof) during which any suchThird Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry orreference or any other step under the laws of any jurisdiction in respect of the Acquisition or theacquisition or proposed acquisition of any Abzena Shares having expired, lapsed or been terminated;

3.3 other than in relation to the regulatory approvals referred to in paragraph 3.1 above, all material filings,applications and/or notifications which are necessary or reasonably considered appropriate by BidCohaving been made and all relevant waiting periods and other time periods (including any extensionsthereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or beenterminated and all applicable statutory or regulatory obligations in any jurisdiction having been compliedwith in each case in respect of the Acquisition, the acquisition or proposed acquisition of any shares orother securities in, or control or management of, Abzena or any other member of the Wider Abzena Groupby any member of the Wider BidCo Group or the carrying on by any member of the Wider Abzena Groupof its business;

3.4 other than in relation to the regulatory approvals referred to in paragraph 3.1 above, all materialauthorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions andapprovals which are necessary or reasonably considered appropriate by BidCo in any jurisdiction for or inrespect of the Acquisition and the acquisition of any shares or other securities in, or control or managementof, Abzena or any other member of the Wider Abzena Group by any member of the Wider BidCo Group orthe carrying on by any member of the Wider Abzena Group of its business being obtained on terms and ina form reasonably satisfactory to BidCo from appropriate Third Parties, or from any persons or bodies withwhom any member of the Wider Abzena Group or the Wider BidCo Group has entered into contractualarrangements or other material business relationships, and such authorisations, orders, grants, recognitions,confirmations, licences, consents, clearances, permissions and approvals, together with all authorisations,orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvalsnecessary or reasonably considered appropriate for any member of the Wider Abzena Group to carry on its

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business, remaining in full force and effect at the time at which the Acquisition becomes otherwise whollyunconditional and no intimation of any intention to revoke, suspend, restrict or modify or not to renew anyof the same having been made;

3.5 except as Disclosed, there being no provision of any agreement, arrangement, lease, licence, permit orother instrument to which any member of the Wider Abzena Group is a party or by or to which any suchmember or any of its assets may be bound, entitled or subject, which as a consequence of the Acquisitionor the proposed acquisition of any shares or other securities in Abzena or because of a change in thecontrol or management of Abzena or otherwise, would or might reasonably be expected to result in (ineach case to an extent which is material in the context of the Wider Abzena Group taken as a whole):

(a) any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grantavailable to any such member, being or becoming repayable or capable of being declared repayableimmediately or earlier than their or its stated maturity date or repayment date or the ability of anysuch member to borrow moneys or incur any indebtedness being withdrawn or inhibited or beingcapable of becoming or being withdrawn or inhibited;

(b) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligationsor interests of any such member thereunder being, or becoming capable of being, terminated oradversely modified or adversely affected or any onerous obligation or liability arising or any adverseaction being taken or arising thereunder;

(c) any asset owned or used by any member of the Wider Abzena Group, or any assets or interests ofany such member being or falling to be disposed of or charged or ceasing to be available to anymember of the Wider Abzena Group or any right arising under which any such asset or interest couldbe required to be disposed of or charged or cease to be available to any member of the Wider AbzenaGroup;

(d) the creation, save in the ordinary and usual course of trading, or enforcement of any mortgage,charge or other security interest over the whole or any part of the business, property, assets orinterest of any such member or any such mortgage, charge or other security (whenever created,arising or having arisen) becoming enforceable;

(e) the rights, liabilities, obligations or interests of any such member in, or the business of any suchmember with, any person, firm or body (or any arrangement or arrangements relating to any suchinterest or business) being terminated, adversely modified or adversely affected;

(f) the value of any such member or its financial or trading position or prospects being prejudiced oradversely affected;

(g) any such member ceasing to be able to carry on business under any name under which it presentlydoes so;

(h) the creation or acceleration of any liability, actual or contingent, by any such member;

(i) any liability of any member of the Wider Abzena Group to make any severance, termination, bonusor other payment to any of its directors or other officers; or

(j) any requirement on any member of the Wider Abzena Group to acquire, subscribe, pay up or repayany shares or other securities in another corporate entity (other than another member of the WiderAbzena Group), and no event having occurred which, under any provision of any agreement,arrangement, licence, permit or other instrument to which any member of the Wider Abzena Groupis a party or by or to which any such member or any of its assets may be bound, entitled or subject,would or might reasonably be expected to result in any of the events or circumstances as are referredto in sub-paragraphs (a) to (j) of this Condition, in each case to the extent which is material in thecontext of the Wider Abzena Group taken as a whole);

3.6 except as Disclosed, no member of the Wider Abzena Group having, since 31 March 2017:

(a) save as between Abzena and wholly-owned subsidiaries of Abzena or for Abzena Shares issuedpursuant to the exercise of options or warrants or vesting of awards granted under the Abzena ShareSchemes, issued, agreed to issue, authorised or proposed the issue of additional shares of any class;

(b) save as between Abzena and wholly-owned subsidiaries of Abzena or for the grant of options orawards under the Abzena Share Schemes, issued or agreed to issue, authorised or proposed the issueof securities convertible into shares of any class or rights, warrants or options to subscribe for, oracquire, any such shares or convertible securities;

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(c) other than to another member of the Abzena Group, recommended, declared, paid or made orproposed to recommend, declare, pay or make any bonus, dividend or other distribution whetherpayable in cash or otherwise;

(d) save for intra-Abzena Group transactions or transactions in the ordinary and usual course of trading,merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged orcharged or created any security interest over any assets or any right, title or interest in any asset(including shares and trade investments) or authorised or proposed or announced any intention topropose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or securityinterest, in any such case to an extent which is material in the context of the Wider Abzena Grouptaken as a whole;

(e) save for intra-Abzena Group transactions, made or authorised or proposed or announced an intentionto propose any change in its loan capital, in each case to the extent to which is material in the contextof the Wider Abzena Group taken as a whole;

(f) save for intra-Abzena Group transactions or transactions in the ordinary and usual course of trading,issued, authorised or proposed the issue of any debentures, incurred or increased any indebtedness orbecome subject to any guarantee or actual or contingent liability;

(g) save for intra-Abzena Group transactions, purchased, redeemed or repaid or announced any proposalto purchase, redeem or repay any of its own shares or other securities or reduced or, save in respectto the matters mentioned in sub-paragraph (a) above, made any other change to any part of its sharecapital;

(h) save for intra-Abzena Group transactions, implemented, or authorised, proposed or announced itsintention to implement, any reconstruction, amalgamation, scheme, commitment or other transactionor arrangement otherwise than in the ordinary course of business or in respect of the Acquisition;

(i) sold or transferred or agreed to sell or transfer any Abzena Shares held by Abzena as treasury sharesexcept for the issue or transfer out of treasury of Abzena Shares on the exercise of employee shareoptions or vesting of employee share awards;

(j) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enterinto or vary the terms of any contract, service agreement with any director or senior executive of anymember of the Wider Abzena Group;

(k) except in the ordinary and usual course of trading, entered into or varied or authorised, proposed orannounced its intention to enter into or vary any contract, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusualnature or magnitude or which is or could reasonably be expected to be materially restrictive on thebusinesses of any member of the Wider Abzena Group which, taken together with any other suchtransaction, arrangement, agreement, contract or commitment, is material in the context of theWider Abzena Group taken as a whole;

(l) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations withone or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, orhaving stopped or suspended (or threatened to stop or suspend) payment of its debts generally orceased or threatened to cease carrying on all or a substantial part of its business which is material inthe context of the Wider Abzena Group taken as a whole otherwise than, in any such case, as a resultof the Term Loan Facility becoming repayable prior to the Acquisition becoming Effective;

(m) waived, compromised or settled any claim otherwise than in the ordinary course of business which ismaterial in the context of the Wider Abzena Group as a whole or in the context of the Acquisition;

(n) except in relation to changes made or agreed as a result of being required as a result of changes tolegislation, having made or agreed or consented to any material change to:

(i) the terms of the trust deeds constituting the pension schemes established by any member of theWider Abzena Group for its directors, employees or their dependents;

(ii) the contributions payable to any such scheme(s) or to the benefits which accrue or to thepensions which are payable thereunder;

(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions arecalculated or determined; or

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(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded,valued or made;

(o) proposed, agreed to provide or modified the terms of any share option scheme or incentive schemeor other benefit constituting a material change relating to the employment or termination ofemployment of a material person employed by the Wider Abzena Group or which constitutes amaterial change to the terms or conditions of employment of any senior employee of theWider Abzena Group;

(p) made any material alteration to its constitutional documents (in each case, other than an alteration inconnection with the Scheme); or

(q) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinarycourse of business or passed any resolution or made any offer (which remains open for acceptance)with respect to or announced any intention to, or to propose to, effect any of the transactions, mattersor events referred to in this condition 3.6;

3.7 except as Disclosed, since 31 March 2017:

(a) no adverse change and no circumstance having arisen which would or might be expected to result inany adverse change in the business, assets, liabilities, financial or trading position or profits orprospects of any member of the Wider Abzena Group which is material in the context of theWider Abzena Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member ofthe Wider Abzena Group is or may become a party (whether as a claimant, defendant or otherwise)and no investigation by any Third Party against or in respect of any member of the Wider AbzenaGroup having been instituted announced or threatened by or against or remaining outstanding inrespect of any member of the Wider Abzena Group, which, in each case might reasonably beexpected to have an adverse effect on such member to an extent which is material, in the context ofthe Wider Abzena Group taken as a whole;

(c) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatenedin writing, announced, implemented or instituted by or against or remaining outstanding against or inrespect of any member of the Wider Abzena Group, in each case which might reasonably beexpected to adversely affect any member of the Wider Abzena Group;

(d) no contingent or other liability in respect of any member of the Wider Abzena Group having arisenor become apparent to Abzena (other than in the ordinary course of business) which is reasonablylikely to affect adversely the business, assets, financial or trading position or profits or prospects ofany member of the Wider Abzena Group; in each case to an extent which is material in the contextof the Wider Abzena Group taken as whole;

(e) no member of the Wider Abzena Group having conducted its business in breach of any applicablelaws and regulations which in any case is material in the context of the Wider Abzena Group takenas a whole;

(f) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation,termination or modification of any licence held by any member of the Wider Abzena Group which isnecessary for the proper carrying on of its business and the withdrawal, cancellation, termination ormodification of which is reasonably likely to adversely effect in the context of the Wider AbzenaGroup taken as a whole; and

(g) no circumstance having arisen or event having occurred in relation to any intellectual propertyowned, used or licensed by the Wider Abzena Group including: (A) any member of theWider Abzena Group losing its title to any intellectual property which is necessary for the carryingon of its business or any intellectual property owned by the Wider Abzena Group which is necessaryfor the carrying on of its business being revoked, cancelled or declared invalid, (B) any agreementregarding the use of any intellectual property licensed to or by any member of the Wider AbzenaGroup which is necessary for the carrying on of its business being terminated or varied, or (C) anyclaim being filed suggesting that any member of the Wider Abzena Group infringed the intellectualproperty rights of a third party or any member of the Wider Abzena Group being found to haveinfringed the intellectual property rights of a third party, in each case which is material in the contextof the Wider Abzena Group taken as a whole or in the context of the Acquisition;

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3.8 except as Disclosed, BidCo not having discovered:

(a) that any financial, business or other information concerning the Wider Abzena Group publiclydisclosed prior to the date of the Announcement by or on behalf of any member of the Wider AbzenaGroup is materially misleading, contains a material misrepresentation of fact or omits to state amaterial fact necessary to make that information not misleading (and which was not subsequentlycorrected before the date of the Announcement by disclosure either publicly or otherwise to BidCo);

(b) that any member of the Wider Abzena Group is subject to any liability (contingent or otherwise) andwhich is material in the context of the Wider Abzena Group taken as a whole;

(c) any information which affects the import of any information disclosed at any time prior to theAnnouncement by or on behalf of any member of the Wider Abzena Group and which is material inthe context of the Wider Abzena Group taken as a whole;

(d) any past or present member of the Wider Abzena Group has not complied with any applicablelegislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage,transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substanceor any substance likely to impair the environment or harm human health, or otherwise relating toenvironmental matters or the health and safety of any person, or that there has otherwise been anysuch use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak oremission (whether or not this constituted a noncompliance by any person with any legislation orregulations and wherever the same may have taken place) which, in any case, would be likely to giverise to any liability (whether actual or contingent) or cost on the part of any member of theWider Abzena Group which in any case is material in the context of the Wider Abzena Group takenas a whole or in the context of the Acquisition; and

(e) there is, or is likely to be, any liability on the part of any member of the Wider Abzena Group,whether actual or contingent, to make good, repair, reinstate or clean up any property now orpreviously owned, occupied or made use of by any past or present member of the Wider AbzenaGroup or any other property or any controlled waters under any environmental legislation,regulation, notice, circular, order or other lawful requirement of any relevant authority or third partyor otherwise which in any case is material in the context of the Wider Abzena Group taken as awhole or in the context of the Acquisition; and

3.9 except as Disclosed, BidCo not having discovered that:

(a) any past or present member, director, officer or employee of the Wider Abzena Group or any personthat performs or has performed services for or on behalf of the Wider Abzena Group is or has at anytime engaged in any or has paid or agreed to pay any bribe including any “inducement fee” given oragreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account orfund to or for the account of, any customer, supplier, governmental official or employee,representative of a political party, or other person for the purpose of obtaining or retaining businessor otherwise engaged in any activity, done such things (or omitted to do such things) incontravention of the Bribery Act 2010, as amended, or the US Foreign Corrupt Practices Act 1977,as amended or any other anticorruption legislation applicable to the Wider Abzena Group;

(b) any asset of any member of the Wider Abzena Group constitutes criminal property as defined bysection 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c) any past or present member, director, officer or employee of the Wider Abzena Group has engagedin any business with or made any investments in, or made any payments, funds or assets available, toor received any funds or assets from: (i) any government, entity or individual in respect of which USor European Union persons, or persons operating in those territories, are prohibited from engaging inactivities or doing business, or from receiving or making available funds or economic resources, byUS or European Union laws or regulations, including the economic sanctions administered by theUnited States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government,entity or individual named by any of the economic sanctions of the United Nations or the EuropeanUnion or any of their respective member states; or

(d) a member of the Wider Abzena Group has engaged in any transaction which would cause theWider BidCo Group to be in breach of any law or regulation upon its acquisition of Abzena,including the economic sanctions of the United States Office of Foreign Assets Control, or HMTreasury & Customs, or any government, entity or individual targeted by any of the economicsanctions of the United Nations, the United States, the European Union or any of its member states.

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Part B: Certain further terms of the Acquisition

Waiver and invocation of the Conditions

1. Subject to the requirements of the Panel in accordance with the Code, BidCo reserves the right in its solediscretion to waive, in whole or in part:

(a) any of the Conditions set out in the above Condition 2 of Part A relating to the timing of the CourtMeeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for thoseevents are not met, BidCo shall make an announcement by 8.00 a.m. on the business day followingsuch deadline confirming whether it has invoked or waived the relevant Condition or agreed withAbzena to extend the deadline in relation to the relevant Condition; and

(b) any of the Conditions set out in the above Condition 3 of Part A.

If BidCo is required by the Panel to make a Takeover Offer for Abzena Shares under the provisions ofRule 9 of the Code, BidCo may make such alterations to any of the above Conditions as are necessary tocomply with the provisions of that Rule.

2. The Conditions (excluding Conditions 2.1, 2.2, 2.3 or 2.4 of Part A) must be fulfilled, or be determined byBidCo to be or remain satisfied or (if capable of waiver) be waived prior to the commencement of theCourt Hearing, failing which the Acquisition will lapse and the Scheme will not proceed, or if theAcquisition is implemented by way of a Takeover Offer, no later than as permitted by the Panel. BidCoshall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treatas fulfilled any of the Conditions at any time prior to the Long Stop Date, notwithstanding that the otherConditions (or any of them) may at an earlier date have been waived (if capable of waiver), satisfied orfulfilled and that there are, at such earlier date, no circumstances indicating that any such Condition maynot be capable of satisfaction or fulfilment. BidCo undertakes that it will, immediately before the SchemeCourt Hearing, provide notice in writing to Abzena that either: (i) the Conditions (except Conditions 2.1,2.2, 2.3 and 2.4 of Part A) have each been satisfied or that BidCo has waived or treated as waived suchConditions; or (ii) it intends to invoke or treat as incapable of satisfaction each or any such Condition,which will always be subject to the Panel’s consent.

3. Under Rule 13.5 of the Code, BidCo may not invoke a Condition so as to cause the Scheme not to proceed,or to lapse, or so as to cause any Acquisition to lapse or be withdrawn, unless the circumstances which giverise to the right to invoke the Condition are of material significance to BidCo in the context of theAcquisition. Conditions 1 and 2 of Part A (and, if applicable, any acceptance condition adopted on thebasis specified in paragraph 4 below in relation to any Takeover Offer) are not subject to this provision ofthe Code.

4. BidCo reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of aTakeover Offer as it may determine in its absolute discretion. In such event, such Takeover Offer will beimplemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject toappropriate amendments to reflect the change in method of effecting the Acquisition including (withoutlimitation and subject to the consent of the Panel) an acceptance condition set at 90% (or such lesserpercentage, being more than 50%, as BidCo may decide): (i) in nominal value of the shares to which suchAcquisition relates; (ii) of the voting rights attached to those shares; and (iii) of the voting rights normallyexercisable at a general meeting of Abzena, including, for this purpose, any such voting rights attaching toAbzena Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription orconversion rights or otherwise. Further, if sufficient acceptances of such Takeover Offer are received, it isthe intention of BidCo to apply the provisions of the Companies Act to acquire compulsorily anyoutstanding Abzena Shares to which such Takeover Offer relates.

Certain further terms of the Acquisition

5. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by thelaws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or the United Statesshould inform themselves about and observe any applicable requirements.

6. The Acquisition will be governed by English law and be subject to the jurisdiction of the English courtsand to the conditions set out below. The Acquisition will comply with the applicable rules and regulationsof the FCA and the London Stock Exchange, the AIM Rules, the Takeover Panel and the Code.

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7. The Scheme shall lapse and shall not become Effective if:

7.1 insofar as the Acquisition constitutes, or is deemed to constitute, a concentration with an EU dimensionwithin the scope of the EUMR, the European Commission either initiating proceedings under Article6(1)(c) of the EUMR or making a referral to the CMA under Article 4(4) or Article 9(1) of the EUMR andthere is then a reference of the Acquisition or matter arising from or relating to it to the chair of the CMAfor the constitution of a group under schedule 4 to the Enterprise and Regulatory Reform Act 2013; or

7.2 in so far as the Acquisition does not constitute, or is not deemed to constitute, a concentration with an EUdimension within the scope of the EUMR, the Acquisition or any matter arising from or relating to itbecoming subject to a reference to the chair of the CMA for the constitution of a group under schedule 4 tothe Enterprise and Regulatory Reform Act 2013,

in either case before the Court Meeting.

8. The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by anymeans or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet ore-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, anyRestricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means,instrumentality or facility or from within, any Restricted Jurisdiction.

9. Abzena Shares which will be acquired pursuant to the Acquisition will be acquired with full title guarantee,fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and anyother third party rights and interests of any nature and together with all rights now or hereafter attaching oraccruing to them, including (without limitation) the right to receive and retain in full all dividends andother distributions (if any) declared, paid or made or any other return of capital (whether by way ofreduction of share capital or share premium account or otherwise) made on or after the date of theAnnouncement and before the Effective Date.

10. If, on or after the date of the Announcement and before the Effective Date, any dividend and/or otherdistribution and/or other return of capital is announced, declared or paid in respect of the Abzena Shares,BidCo reserves the right (without prejudice to any right of BidCo to invoke Condition 3.5(c) of Part A), toreduce the offer consideration for the Abzena Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case the relevant eligibleAbzena Shareholders will be entitled to receive and retain such dividend and/or distribution and/or otherreturn of capital and any reference in this document to the offer consideration for the Abzena Shares willbe deemed to be a reference to the offer consideration as so reduced. To the extent that any such dividendand/or distribution and/or other return of capital is announced, declared or paid and it is: (i) transferredpursuant to the Acquisition on a basis which entitles BidCo to receive the dividend or distribution and toretain it; or (ii) cancelled, the offer consideration will not be subject to change in accordance with thisparagraph. Any exercise by BidCo of its rights referred to in this paragraph shall be the subject of anannouncement and, for the avoidance of doubt, shall not be regarded as constituting any revision orvariation of the Acquisition. For the further avoidance of doubt, any payments made in cash or by way ofthe delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect ofthose underlying vested shares are not to be construed as a dividend, distribution or return of capital forthese purposes.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to anyother Condition.

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PART FOUR

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (CH D)

CR-2018-006227

IN THE MATTER OF ABZENA PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

between

ABZENA PLC

AND

THE HOLDERS OF THE SCHEME SHARES

(as defined below)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear thefollowing meanings:

Abzena Abzena plc, a company incorporated in England and Wales withregistered number 08957107;

Abzena Group Abzena and its subsidiaries and subsidiary undertakings from time totime

Abzena’sReceiving Agent

Equiniti Limited, Aspect House, Spencer Road, Lancing, West SussexBN99 6DA

Abzena’s Registrars SLC Registrars, a division of Equiniti David Venus Limited, ElderHouse, St Georges Business Park, Brooklands Road, Weybridge,Surrey KT13 0TS;

Abzena Shareholders the holders of Abzena Shares;

Abzena Shares the ordinary shares of £0.002 each in the capital of Abzena;

Abzena Share Schemes The PolyTherics Limited 2013 Share Option Plan, The PolythericsLimited 2014 Share Option Plan, The Abzena plc 2015 Share OptionPlan, The Chemistry Research Solution LLC 2016 Stock Option Planand The PacificGMP 2016 Stock Option Plan;

Acquisition the recommended cash acquisition by BidCo of the entire issued andto be issued share capital of Abzena to be effected by means of thisScheme (and, where the context admits, any subsequent revision,variation, extension or renewal of the Scheme);

BidCo Astro Bidco Limited, a company incorporated in England and Walesunder registered number 11514538;

business day a day (other than a Saturday, Sunday or public or bank holiday) onwhich clearing banks in London are generally open for normalbusiness;

certificated form or incertificated form

in relation to a Scheme Share, one which is not in uncertificated form(that is, not in CREST);

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close of business 6.00 p.m. on the business day in question;

Code the UK City Code on Takeovers and Mergers;

Companies Act the Companies Act 2006, as amended from time to time;

Conditions the conditions to the implementation of the Acquisition, as set out inPart Three (Conditions to the implementation of the Scheme and tothe Acquisition) of the Scheme Document;

Court the High Court of Justice in England and Wales;

Court Hearing the hearing of the Court at which the Court Order will be sought;

Court Meeting the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened with the permission of the Court pursuant tosection 896 of the Companies Act for the purpose of considering and,if thought fit, approving (with or without modification) this Scheme;

Court Order the order of the Court sanctioning this Scheme;

CREST the system for the paperless settlement of trades in securities and theholding of uncertificated securities operated by Euroclear inaccordance with relevant system (as defined in the Regulations) ofwhich Euroclear is the Operator (as defined in the Regulations);

Effective Date the date on which this Scheme becomes effective in accordance withits terms;

Euroclear Euroclear UK & Ireland Limited;

holder a registered holder and includes any person(s) entitled bytransmission;

Latest Practicable Date 7 September 2018 (being the latest practicable date before thepublication of this Scheme);

Panel the UK Panel on Takeovers and Mergers;

Registrar of Companies the registrar of companies in England and Wales;

Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

Scheme this scheme of arrangement in its present form or with or subject toany modification, addition or condition which Abzena and BidCoeach agree and which is approved or imposed by the Court;

Scheme Document the circular dated 10 September 2018 sent by Abzena to AbzenaShareholders and persons with information rights, of which thisScheme forms a part;

Scheme Record Time close of business on the date of the Court Hearing or such later timeas BidCo and Abzena may agree;

Scheme Shareholders holders of Scheme Shares at any relevant date or time;

Scheme Shares the Abzena Shares:(i) in issue at the date of the Scheme Document;(ii) issued after the date of the Scheme Document and before the

Voting Record Time; and(iii) issued at or after the Voting Record Time and before the

Scheme Record Time either on terms that the original or anysubsequent holders of such shares shall be bound by theScheme or in respect of which their holders are, or haveagreed in writing to be, bound by the Scheme,

and, in each case, remaining in issue at the Scheme Record Time butexcluding any Abzena Shares held in treasury at any relevant date or

40

time and any Abzena Shares registered in the name of or beneficiallyowned by any member of the Wider BidCo Group, its nominees orany persons acting in concert with BidCo for the purposes of the Codeat any relevant date or time;

Significant Interest in relation to an undertaking, a director or indirect interest in 20% ormore of the total voting rights conferred by the equity share capital;

Sterling the lawful currency of the United Kingdom;

uncertificated form or inuncertificated form

in relation to a Scheme Share, one which is recorded on the relevantregister as being held in uncertificated form in CREST;

Voting Record Time close of business on the day which is two days before the date of theCourt Meeting or, if the Court Meeting is adjourned, close of businesson the day which is two days before the date of such adjournedmeeting, in each case excluding any day that is not a business day;

WCAS Welsh, Carson, Anderson & Stowe;

WCAS Fund WCAS XII–Astro L.P. managed by WCAS ManagementCorporation;

WCAS ManagementCorporation

a Delaware corporation and an investment advisor registered with theSecurities and Exchange Commission which acts as advisor to theWCAS Fund; and

Wider BidCo Group BidCo, the WCAS Fund, WCAS Management Corporation and anyother Funds managed and/or advised by WCAS and their respectiveand its subsidiaries, subsidiary undertakings, associated undertakingsand any other undertaking in which BidCo and/or such undertakingshave a Significant Interest.

(B) References to clauses, sub-clauses and paragraphs are to clauses, sub-clauses and paragraphs of thisScheme.

(C) The issued share capital of Abzena as at the Latest Practicable Date was divided into 214,220,399 ordinaryshares of £0.002 each, all of which were credited as fully paid. Abzena does not hold any shares intreasury.

(D) As at the Latest Practicable Date, no member of the Wider BidCo Group holds, or beneficially owns, anyAbzena Shares.

(E) BidCo has, subject to the satisfaction or, where capable, waiver of the Conditions agreed to appear byCounsel at the hearing to sanction this Scheme and to undertake to the Court to be bound by the provisionsof this Scheme and to execute and do, or procure to be executed and done, all such documents, acts andthings as may be necessary or desirable to be executed or done by it to give effect to this Scheme.

(F) References to times are to London time.

(G) Where the context so admits or requires, the plural includes the singular and vice versa.

1. Transfer of Scheme Shares

(A) Upon and with effect from the Effective Date, BidCo and/or its nominee(s) shall acquire all the SchemeShares fully paid with full title guarantee, free from all liens, equities, charges, encumbrances, options,rights of pre-emption and other interests, and together with all rights at the Effective Date or thereafterattached to them, including voting rights and the right to receive and retain all dividends and otherdistributions (if any).

(B) For the purposes of such Acquisition, the Scheme Shares shall be transferred to BidCo and/or its nomineesby means of a form of transfer or other instrument or instruction of transfer and, to give effect to suchtransfers, any person may be appointed by BidCo, and is authorised on behalf of the holder or holdersconcerned, to execute and deliver as transferor an instrument of transfer of, or give any instructions to

41

transfer, any Scheme Shares and every instrument or instruction of transfer so executed or instructiongiven shall be effective as if it had been executed or given by the holder or holders of the Scheme Sharesthereby transferred. Such instrument, form or instruction of transfer shall be deemed to be the principalinstrument of transfer and the equitable or beneficial interest in the Scheme Shares shall only be transferredto BidCo and/or its nominee(s), together with the legal interest in such Scheme Shares, pursuant to suchinstruction, form or instrument of transfer.

(C) Pending the registration of BidCo or its nominee(s) as the holder of any Scheme Share to be transferredpursuant to this Scheme, BidCo shall be empowered upon and with effect from the Effective Date toappoint any person to act as attorney or, failing that, agent on behalf of each holder of any such SchemeShare in accordance with such directions as BidCo may give in relation to any dealings with or disposal ofsuch share (or any interest in such share), exercising any rights attached to such share or receiving anydistribution or other benefit accruing or payable in respect of such share and the registered holder of suchScheme Share shall exercise all rights attaching to it in accordance with the directions of BidCo but nototherwise.

2. Consideration for the transfer of Scheme Shares

(A) In consideration for the transfer of the Scheme Shares to BidCo and/or its nominee(s) referred to insub-clause 1(A), BidCo shall, subject as provided below, pay, or procure that there shall be paid, to or forthe account of each Scheme Shareholder:

for each Scheme Share 16 pence in cash

(B) If any dividend or other distribution (including any return of capital) is authorised, declared, made, paid orpayable by Abzena in respect of the Abzena Shares on or after 16 August 2018 and before the EffectiveDate, BidCo reserves the right to reduce the consideration (as set out in paragraph 2(A) above) by theamount of all or part of any such other dividend or other distribution, except insofar as the Abzena Share isor will be transferred pursuant to the Acquisition on a basis which entitles BidCo alone to receive thedividend and/or distribution and/or return of capital but if that reduction in price has not been effected, theperson to whom the consideration is paid in respect of that Abzena Share, will be obliged to account toBidCo for the amount of such dividend and/or distribution and/or return of capital.

3. Share certificates and cancellation of CREST entitlements

With effect from 7.00 a.m. on the business day following the Effective Date:

(A) all certificates representing Scheme Shares shall cease to have effect as documents of title to the SchemeShares comprised in the certificates and every holder of Scheme Shares shall be bound by the request ofAbzena to deliver up the same to Abzena, or, as it may direct, to destroy the same;

(B) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares inuncertificated form; and

(C) subject to completion of any form of transfer or other instrument or instruction of transfer as may berequired in accordance with paragraph 1(B) above, appropriate entries will be made in the register ofmembers of Abzena to reflect the transfer of the Scheme Shares to BidCo (and/or its nominee(s)).

4. Despatch of consideration

(A) No later than 14 days after the Effective Date (or such other period as may be approved by the Panel),BidCo shall:

(i) in the case of the Scheme Shares which at the Scheme Record Time are in certificated form,despatch, or procure the despatch of, to the persons entitled to such shares in accordance with theprovisions of sub-clause 4(B), cheques for the sums payable to them respectively in accordance withclause 2; and

(ii) in the case of the Scheme Shares which at the Scheme Record Time are in uncertificated form,ensure that Abzena’s Receiving Agent are instructed to create, through Euroclear, an assuredpayment obligation in respect of the sums payable in accordance with the CREST assured paymentarrangements, provided that BidCo shall be entitled to make payment of the consideration by chequeas aforesaid in sub-clause 4(A)(i) if, for any reason, it wishes to do so.

42

(B) All deliveries of cheques required to be made pursuant to this Scheme shall be effected by sending thesame by first class post (or by international standard post, if overseas) in pre-paid envelopes addressed tothe persons entitled to them at their respective registered addresses as appearing in the register of membersof Abzena at the Scheme Record Time (or in the case of any joint holders, at the address of one of the jointholders whose name stands first in the register of members of Abzena in respect of such joint holding) andnone of Abzena, BidCo or their respective agents or nominees or Abzena’s Registrars shall be responsiblefor any loss or delay in the transmission of any cheques sent in accordance with this sub-clause 4(B) whichshall be sent at the risk of the person or persons entitled to them.

(C) All cheques shall be in Sterling and made payable to the person or persons to whom, in accordance withthe foregoing provisions of this clause 4, the envelope containing the same is addressed (save that, in thecase of joint holders, BidCo reserves the right to make the cheque payable to all joint holders), and theencashment of any such cheque shall be a complete discharge of BidCo’s obligation under this Scheme topay the monies represented thereby.

(D) In respect of payments made through CREST, BidCo shall ensure that Euroclear is instructed to create anassured payment obligation in accordance with the CREST assured payment arrangements. The creation ofsuch an assured payment obligation shall be a complete discharge of BidCo’s obligation under this Schemewith reference to the payments made through CREST.

(E) The preceding paragraphs of this clause 4 shall take effect subject to any prohibition or condition imposedby law.

5. Dividend mandates

Each mandate relating to the payment of dividends on any Scheme Shares and other instructions given to Abzenaby Scheme Shareholders in force at the Scheme Record Time shall, as from the Effective Date, cease to be valid.

6. Operation of this Scheme

(A) This Scheme shall become effective upon a copy of the Court Order being delivered to the Registrar ofCompanies for registration.

(B) Unless this Scheme has become effective on or before 31 December 2018, or such later date (if any) asBidCo and Abzena may agree and (if required) the Panel and the Court may allow, this Scheme shall neverbecome effective.

7. Modification

Abzena and BidCo may jointly consent on behalf of all persons concerned to any modification of or addition tothis Scheme or to any condition which the Court may approve or impose. Any such modification or addition shallrequire the consent of the Panel where such consent is required under the Code.

8. Governing law

This Scheme and all rights and obligations arising out of or in connection with it, are governed by and construedin accordance with English law. Any dispute of any kind whatsoever arising out of or in connection with thisScheme, irrespective of the cause of action, including when based on contract or tort, shall be exclusivelysubmitted to the English courts. The rules of the Code will apply to this Scheme on the basis provided in theCode.

Dated: 10 September 2018

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PART FIVE

FINANCIAL INFORMATION

1. BidCo financial information

As BidCo was incorporated on 13 August 2018, no financial information is available or has been published inrespect of it. BidCo has not traded since its date of incorporation, has paid no dividends and has not entered intoany obligations other than in connection with the Acquisition summarised in paragraph 7.1 (BidCo MaterialContracts) of Part Seven of this document.

2. Effect of Scheme becoming effective on BidCo

BidCo has no material assets or liabilities other than those described in this document in connection with theAcquisition. With effect from the Effective Date, the earnings, assets and liabilities of BidCo will thereforecomprise the consolidated earnings, assets and liabilities of the Abzena Group on the Effective Date.

3. Abzena financial information incorporated by reference

The following sets out the financial information in respect of Abzena as required by Rule 24.3 of the Code. Thefollowing documents, the contents of which have previously been announced through a Regulatory InformationService, are incorporated by reference into this document pursuant to Rule 24.15 of the Code. They are availablein “read-only” format for printing, reviewing and downloading.

Information incorporated by reference Hyperlink

Annual Report and Accounts 2018 https://86v802qej3ovbqol2ce3stzk-wpengine.netdna-ssl.com/wp-content/uploads/2018/06/Abzena-plc-2018-Annual-Report.pdf

Half year report for the six month ended30 September 2017

https://86v802qej3ovbqol2ce3stzk-wpengine.netdna-ssl.com/wp-content/uploads/2016/06/Abzena-Interims-12122017.pdf

Annual Report and Accounts 2017 https://86v802qej3ovbqol2ce3stzk-wpengine.netdna-ssl.com/wp-content/uploads/2016/06/Abzena-Annual-Report-2017.pdf

Half year report for the six months ended30 September 2016

https://86v802qej3ovbqol2ce3stzk-wpengine.netdna-ssl.com/wp-content/uploads/2016/06/Abzena-HY-results-30.11.16.pdf

Annual Report and Accounts 2016 https://86v802qej3ovbqol2ce3stzk-wpengine.netdna-ssl.com/wp-content/uploads/2016/06/Abzena-plc-2016-Annual-Report.pdf

4. Hard copies

A person who has received this document may request a hard copy of any documents or information incorporatedby reference into this document.

Recipients of this document may request hard copies of the above-referenced financial information by contactingN+1 Singer on +44 (0) 207 496 3000 or by submitting a request in writing to N+1 Singer at 1 Bartholomew Lane,London, EC2N 2AX.

Save as expressly referred to in this document, hard copies of the above-referenced financial information will notbe sent to recipients of this document unless specifically requested.

5. No incorporation of website information

Save as expressly referred to in this document, neither the content of the Abzena website, nor the content of anywebsite accessible from hyperlinks on the Abzena website, is incorporated into, or forms part of, this document.

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PART SIX

ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

1. General

This document has been prepared for the purposes of complying with English law, the Code, the rules of theLondon Stock Exchange and the AIM Rules and the information disclosed may not be the same as that whichwould have been disclosed if this document had been prepared in accordance with the laws of jurisdictionsoutside the UK.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to thefull observance of the laws of the relevant jurisdiction in connection with the Acquisition including the obtainingof any governmental, exchange control or other consents which may be required and/or compliance with othernecessary formalities which are required to be observed and the payment of any issue, transfer or other taxes orlevies due in such jurisdiction.

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe forshares in any jurisdiction in which such Acquisition or solicitation is unlawful.

Overseas shareholders should consult their own legal and tax advisers with respect to the legal and taxconsequences of the Scheme.

2. US securities laws

The Acquisition relates to the shares of an English company and is being effected by means of a scheme ofarrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangementis not subject to the tender offer rules or proxy solicitation rules under the US Exchange Act. Accordingly, theAcquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemesof arrangement, which differ from the disclosure requirements of US tender offer or proxy solicitation rules.

If, in the future, BidCo exercises the right to implement the Acquisition by way of a Takeover Offer anddetermines to extend such Takeover Offer into the United States, the Acquisition will be made in compliancewith applicable United States laws and regulations, and with the applicable tender offer rules under the USExchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Financialinformation included in this document has been or will be prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to financial information of US companies orcompanies whose financial statements are prepared in accordance with generally accepted accounting principlesin the United States. It may be difficult for US holders of Abzena Shares to enforce their rights and any claimarising out of the US federal laws, since Abzena and BidCo are located in a non-US jurisdiction, and some or allof their officers and directors may be residents of a non-US jurisdiction. US holders of Abzena Shares may notbe able to sue a non-US company or its officers or directors in a non-US court for violations of the US securitieslaws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a UScourt’s judgement.

The receipt of cash pursuant to the Scheme by US holders of Abzena Shares as consideration for the cancellationof Abzena Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes andunder applicable US state and local, as well as foreign and other, tax laws. Each Abzena Shareholder (includingUS holders of Abzena Shares) is urged to consult his independent professional adviser immediately regarding thetax consequences of the Acquisition applicable to him or her.

Neither the SEC nor any securities commission of any state of the United States has approved the Acquisition,passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Anyrepresentation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, BidCo or itsnominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements topurchase, Abzena Shares outside the United States, other than pursuant to the Acquisition, until the date onwhich the Takeover Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These purchasesmay occur either in the open market at prevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in the UK, will be reported to a RegulatoryInformation Service and will be available on the London Stock Exchange website.

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PART SEVEN

ADDITIONAL INFORMATION ON ABZENA AND BIDCO

1. Responsibility

1.1 The Abzena Directors, whose names are set out in paragraph 2.1 below, accept responsibility for theinformation contained in this document (including any expressions of opinion) other than the informationfor which responsibility is taken by others pursuant to paragraph 1.2 of this Part Seven. To the best of theknowledge and belief of the Abzena Directors (who have taken all reasonable care to ensure that such isthe case) the information contained in this document for which they accept responsibility is in accordancewith the facts and does not omit anything likely to affect the import of such information.

1.2 The BidCo Responsible Persons, whose names are set out in paragraph 2.2 below, accept responsibility forthe information contained in this document (including any expressions of opinion) relating to BidCo, theWider BidCo Group, the BidCo Responsible Persons and their respective immediate families and therelated trusts of and persons connected with the BidCo Responsible Persons and the persons deemed to beacting in concert (as such term is defined in the Code) with BidCo. To the best of the knowledge and beliefof the BidCo Responsible Persons (who have taken all reasonable care to ensure that such is the case) theinformation contained in this document for which they accept responsibility is in accordance with the factsand does not omit anything likely to affect the import of such information.

2. Directors

2.1 The Abzena Directors and their respective positions are:

Name Position

Dr Kenneth Cunningham . . . . . . . . . . . . . . . . . . . . . . ChairmanDr John Burt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Executive OfficerJulian Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Financial OfficerAnthony Brampton . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorDr Nigel Pitchford . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorPeter Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorDr Charlotta Ljungqvist . . . . . . . . . . . . . . . . . . . . . . . Non-Executive Director

The business address of each of the Abzena Directors is Babraham Research Campus, Babraham,Cambridge CB22 3AT.

The company secretary of Abzena is Julian Matthew Smith.

2.2 The BidCo Responsible Persons and their respective positions are:

Name Position

Jonathan Goldman . . . . . . . . . . . . . . . . . . . . . . . . . . . . BidCo Director and WCAS Operating PartnerNicholas O’Leary . . . . . . . . . . . . . . . . . . . . . . . . . . . . BidCo Director and WCAS PrincipalBrian Regan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BidCo Director and WCAS General PartnerAnthony de Nicola . . . . . . . . . . . . . . . . . . . . . . . . . . . WCAS President, Managing Partner and

investment committee memberScott Mackesy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WCAS Managing Partner and investment

committee memberJonathan Rather . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WCAS General Partner and Chief Financial

Officer

The registered office of BidCo is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom WA142DT and the business address of each of the BidCo Responsible Persons is 599 Lexington Ave, New York,NY 10022, USA.

3. Disclosures in respect of Abzena securities and BidCo securities

3.1 For the purposes of this paragraph 3 and paragraphs 4 and 14:

(A) acting in concert has the meaning given to it in the Code;

46

(B) arrangement includes indemnity or option arrangements, and any agreement or understanding,formal or informal, of whatever nature, relating to securities which may be an inducement to deal orrefrain from dealing;

(C) close relative has the meaning given to it in the Code;

(D) dealing has the meaning given to it in the Code;

(E) derivative has the meaning given to it in the Code;

(F) disclosure period means the period beginning on 16 August 2017 (being the date that is 12 monthsbefore the start of the offer period) and ending on the Latest Practicable Date;

(G) interest or interests in relevant securities shall have the meaning given to it in the Code andreferences to interests of BidCo Responsible Persons or interests of Abzena Directors in relevantsecurities shall include all interests of any other person whose interests in shares the BidCoResponsible Persons or, as the case may be, the Abzena Directors, are taken to be interested inpursuant to Part 22 of the Companies Act;

(H) offer period means the period starting on 16 August 2018 and ending on the Latest Practicable Date;

(I) relevant BidCo securities means relevant securities (such term having the meaning given to it in theCode in relation to an offeror) of BidCo including equity share capital of BidCo (or derivativesreferenced thereto) and securities convertible into, rights to subscribe for and options (includingtraded options) in respect thereof; and

(J) relevant Abzena securities means relevant securities (such term having the meaning given to it inthe Code in relation to an offeree) of Abzena including equity share capital of Abzena (or derivativesreferenced thereto) and securities convertible into, rights to subscribe for and options (includingtraded options) in respect thereof.

3.2 Save in respect of the irrevocable undertakings referred to in paragraph 9 below, as at the close of businesson the Latest Practicable Date, neither BidCo, nor any BidCo Responsible Person, nor, so far as BidCo isaware, any person acting in concert (within the meaning of the Code) with it nor any person with whom itor any person acting in concert with it has an arrangement has: (i) any interest in or right to subscribe forany relevant Abzena securities; (ii) any short positions in respect of relevant Abzena securities (whetherconditional or absolute and whether in the money or otherwise), including any short position under aderivative, any agreement to sell or any delivery obligation or right to require another person to purchaseor take delivery; or (iii) borrowed or lent any relevant Abzena securities (including, for these purposes, anyfinancial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

3.3 As at the Latest Practicable Date, the Abzena Directors (and their close relatives and related trusts) held thefollowing interests in, or rights to subscribe in respect of, relevant Abzena securities:

Issued share capital

NameNumber of

Abzena Shares

Anthony Brampton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211,138John Burt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,150,565Kenneth Cunningham . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787,613Peter Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,303Julian Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,419

Warrants

As at the Latest Practicable Date, Anthony Brampton held warrants over 37,500 Abzena Shares with anexercise price of £0.36.

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Options

Name Share PlanNumber of

Abzena Shares Exercise Period Exercise price

John Burt . . . . . . . . . . . . . . . . . . . . . . . . . EMI 151,673 29.11.13 – 29.11.23 £0.0002EMI 1,000,000 25.03.14 – 25.03.24 £ 0.001EMI 685,125 05.04.17 – 05.04.27 £ 0.002

Julian Smith . . . . . . . . . . . . . . . . . . . . . . . EMI 83,253 29.11.13 – 29.11.23 £0.0002EMI 625,000 25.03.14 – 25.03.24 £ 0.001EMI 411,233 05.04.17 – 05.04.27 £ 0.002

3.4 As at the Latest Practicable Date, other than as disclosed in paragraph 3.3 above, no person acting inconcert with Abzena held any interests in, or rights to subscribe in respect of, relevant Abzena securities.

3.5 As at the Latest Practicable Date, none of the Abzena Directors held any interests in, or rights to subscribein respect of, BidCo securities.

3.6 During the offer period, neither Abzena, the Abzena Directors nor any person acting in concert with theforegoing, has dealt in BidCo securities.

3.7 Save as disclosed above, as at the close of business on the Latest Practicable Date, so far as Abzena isaware, neither any person acting in concert (within the meaning of the Code) with it, nor any person withwhom Abzena or any person acting in concert with Abzena has an arrangement has: (i) any interest in orright to subscribe for any relevant Abzena securities; (ii) any short positions in respect of relevant Abzenasecurities (whether conditional or absolute and whether in the money or otherwise), including any shortposition under a derivative, any agreement to sell or any delivery obligation or right to require anotherperson to purchase or take delivery; or (iii) borrowed or lent any relevant Abzena securities (including, forthese purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of theCode).

4. Interests and Dealings – General

4.1 Save as disclosed in paragraph 3 above as at the Latest Practicable Date:

(A) no member of the Wider BidCo Group had any interest in, right to subscribe in respect of, or anyshort position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant Abzena securities nor has any member of theWider BidCo Group dealt in any relevant Abzena securities during the disclosure period;

(B) none of the BidCo Responsible Persons had any interest in, right to subscribe in respect of, or anyshort position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant Abzena securities, nor has any such person dealtin any relevant Abzena securities during the disclosure period;

(C) so far as BidCo is aware, no person deemed to be acting in concert with BidCo had any interest in,right to subscribe in respect of, or any short position under a derivative in relation to any, or had anydelivery obligation or any right to require another person to take delivery of relevant Abzenasecurities, nor has any such person dealt in any relevant Abzena securities, during the disclosureperiod;

(D) so far as BidCo is aware, no person who has an arrangement with BidCo had any interest in, right tosubscribe in respect of, or any short position under a derivative in relation to any, or had any deliveryobligation or any right to require another person to take delivery of relevant Abzena securities, norhas any such person dealt in any relevant Abzena securities during the disclosure period; and

(E) neither BidCo nor (so far as BidCo is aware) any person acting in concert with it, has borrowed orlent any relevant Abzena securities, save for any borrowed shares which have been either on-lent orsold.

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4.2 Save as disclosed in paragraph 3 above, as at the Latest Practicable Date:

(A) no member of the Abzena Group had any interest in, right to subscribe in respect of, or any shortposition under a derivative in relation to any, or had any delivery obligation or any right to requireanother person to take delivery of relevant BidCo securities nor has any such person dealt in anyrelevant Abzena securities or relevant BidCo securities during the offer period;

(B) none of the Abzena Directors had any interest in, right to subscribe in respect of, or any shortposition under a derivative in relation to any, or had any delivery obligation or any right to requireanother person to take delivery of relevant Abzena securities or relevant BidCo securities nor hasany such person dealt in any relevant Abzena securities or relevant BidCo securities during the offerperiod;

(C) so far as Abzena is aware, no person deemed to be acting in concert with Abzena had any interest in,right to subscribe in respect of, or any short position under a derivative in relation to any, or had anydelivery obligation or any right to require another person to take delivery of relevant Abzenasecurities, nor has any such person dealt in any relevant Abzena securities during the offer period;

(D) no person who has an arrangement with Abzena had any interest in, right to subscribe in respect of,or any short position under a derivative in relation to any, or had any delivery obligation or any rightto require another person to take delivery of relevant Abzena securities, nor has any such persondealt in any relevant Abzena securities during the offer period; and

(E) neither Abzena, nor any person acting in concert with Abzena has borrowed or lent any relevantAbzena securities, save for any borrowed shares which have been either on-lent or sold.

4.3 Save as disclosed in this document, no persons have given any irrevocable or other commitment to vote infavour of the Scheme or the resolutions to be proposed at the General Meeting.

4.4 Save as disclosed in this document, none of: (i) BidCo or any person acting in concert with BidCo; or(ii) Abzena or any person acting in concert with Abzena, has, in either case, any arrangement in relation torelevant securities.

4.5 Save as disclosed in this document, no agreement, arrangement or understanding (including anycompensation arrangement) exists between BidCo or any person acting in concert with it and any of theAbzena Directors or the recent directors, shareholders or recent shareholders of Abzena having anyconnection with or dependence upon or which is conditional upon the Acquisition.

4.6 Save as disclosed in this document, there is no agreement, arrangement or understanding whereby thebeneficial ownership of any Abzena Shares to be acquired by BidCo pursuant to the Scheme will betransferred to any other person, however BidCo reserves the right to transfer any such shares to anymember of the Wider BidCo Group.

4.7 No relevant Abzena securities have been redeemed or purchased by Abzena during the disclosure period.

5. Directors’ service contracts

5.1 Executive Directors

The Executive Directors have entered into service contracts with Polytherics Limited as summarised below.

Pursuant to a service contract dated 4 July 2014 (as amended on 1 April 2017), John Burt receives an annual basepensionable salary of £240,000 and a travel and accommodation allowance of £30,000. John Burt’s period ofcontinuous employment commenced on 1 November 2010. His employment shall continue indefinitely untilterminated in accordance with the terms of his service contract. John Burt’s employment is terminable on12 months’ notice by Polytherics Limited and 6 months’ notice by him. Polytherics Limited has a contractualright to pay John Burt in lieu of his notice period (or any remaining part) of a sum equal to his base salary onlyfor the remaining notice period. His contract also contains summary dismissal provisions.

Pursuant to a service contract dated 4 July 2014 (as amended on 1 April 2017), Julian Smith receives an annualbase pensionable salary of £190,000 and a discretionary annual relocation allowance of £25,000. Julian Smith’speriod of continuous employment commenced on 9 September 2013. His employment is terminable on 6 months’notice served by either party. Polytherics Limited has a contractual right to pay Julian Smith in lieu of his noticeperiod (or any remaining part) of a sum equal to his gross basic salary and contractual benefits for the remainingnotice period. His contract also contains summary dismissal provisions.

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Each Executive Director is eligible to participate in Polytherics’ annual performance-related bonus scheme. Thebonus payable to Julian Smith shall be at the discretion of the Remco and the bonus payable to John Burt shall beat the discretion of the Abzena Board. The maximum bonus payable to each Executive Director is 50% (JohnBurt) and 25% (Julian Smith) of their annual salary.

Julian Smith has a contractual right to participate in Polytherics’ share option scheme, subject to the rules of theshare option scheme from time to time in place. An award to Julian Smith under the share option scheme is at thediscretion of the Remco.

Polytherics Limited pays John Burt 6.67% of his gross monthly salary into a SIPP nominated by John Burt.Polytherics Limited pays Julian Smith 6.67% of his gross monthly salary into the group personal pension schemeeach month.

Each Executive Director is contractually entitled to participate (together with his spouse and dependent children)in Polytherics’ private medical insurance scheme, subject to the rules of the scheme. Each Executive Director isalso entitled to contractually to participate in Polytherics’ death in service insurance scheme.

Each of the Executive Directors is subject to a confidentiality undertaking without limitation in time. Each of theExecutive Directors is also subject to a suite of restrictive covenants that prevent them, in summary, for a periodof 12 months from the termination of their employment (as reduced by any period of garden leave) from:

(a) competing with the business of Polytherics Limited or associated companies;

(b) soliciting or dealing with clients and prospective clients of Polytherics Limited or associated companies;

(c) soliciting, employing or engaging any key personnel of Polytherics Limited or associated companies; and

(d) in the case of John Burt only, interfering with the arrangements that Polytherics and any associatedcompany has with its key suppliers.

The Abzena Group has customary directors’ and officers’ indemnity insurance in place in respect of theExecutive Directors.

Pursuant to a settlement agreement dated 10 August 2018 with Polytherics Limited, Julian Smith agreed tocommence gardening leave on or around 21 September 2018 with his employment terminating on 21 February2019. Subject to the terms and conditions of the settlement agreement, Julian Smith will receive a payment inrespect of holiday that has been accrued but untaken before the date his garden leave commences and an ex gratiapayment of £31,666.67 within 14 days of his termination date.

Under the terms of his settlement agreement, Julian Smith had agreed to resign from his offices as director andcompany secretary for each member of the Abzena Group on 21 September 2018. Julian Smith has agreed toremain as a director of Abzena until the Scheme becomes Effective.

5.2 Non-Executive Directors

The Non-Executive Directors have entered into letters of appointment with Abzena as summarised below.

The Chairman of Abzena, Kenneth Cunningham, is entitled to receive an annual fee of £70,000 under a letter ofappointment with Abzena dated 4 July 2014. Kenneth Cunningham’s appointment was initially for a 3 yearperiod, but he was re-elected at the Company’s annual general meeting on 13 September 2016. Either party mayterminate his appointment earlier by serving one month’s notice on the other.

Tony Brampton is engaged under a letter of appointment with Abzena dated 4 July 2014. His appointment wasinitially for a 3 year period, but he was re-elected at the Company’s annual general meeting on 21 September2015. Either party may terminate his appointment earlier by serving one month’s notice on the other. TonyBrampton is entitled to receive an annual fee of £30,000 and, at Abzena’s discretion, an additional £5,000 perannum for chairing the Remco.

Peter Grant is engaged under a letter of appointment with Abzena dated 24 June 2014. His appointment wasinitially for a 3 year period, but he was re-elected at the Company’s annual general meeting on 21 September2015. Either party may terminate his appointment earlier by serving one month’s notice on the other. Peter Grantis entitled to receive an annual fee of £30,000 and, at Abzena’s discretion, an additional £5,000 per annum forchairing the Audit and Risk Committee.

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Nigel Pitchford is engaged under a letter of appointment with Abzena dated 4 July 2014. His appointment wasinitially for a 3 year period, but he was re-elected at the Company’s annual general meeting on 14 September2017. Either party may terminate his appointment earlier by serving one month’s notice on the other. NigelPitchford previously did not receive any payment personally, the annual fee being payable to TouchstoneInnovations plc (and / or any of its associated group companies). From 1 March 2018, fees were payable directlyto Nigel Pitchford. The annual fee with respect to Nigel Pitchford’s services is £30,000.

Charlotta Ljungqvist is engaged under a letter of appointment with Abzena dated 11 September 2017. Herappointment is initially for a 1 year period, but is subject to further re-elections at the annual general meetings ofthe Company. Either party may terminate her appointment earlier by serving one month’s notice on the other.Charlotta Ljungqvist is entitled to receive an annual fee of £35,000 and, at Abzena’s discretion, an additional£5,000 per annum if she is asked to chair a committee of the Abzena Board.

All Non-Executive Directors are required to seek Board approval before accepting any further commitmentswhich might conflict with the interests of Abzena, conflict with their duties, or impact on the time they are ableto devote to their role at Abzena. The Non-Executive Directors are also subject to confidentiality undertakingswithout limitation in time.

The Non-Executive Directors are not entitled to receive any compensation on termination of their appointment(save in respect of their notice periods) and are not contractually entitled to participate in Abzena’s shareschemes, bonus schemes or pension schemes.

The Abzena Group has customary directors’ and officers’ indemnity insurance in place in respect of theNon-Executive Directors.

Other service contracts and letters of appointment

Save as disclosed above, there are no service contracts between any director or proposed director of Abzena orPolytherics Limited or any other member of the Abzena Group.

Save as disclosed or set out above, none of the service contracts or letters of appointment disclosed above havebeen entered into or amended within the six months preceding the date of this document.

Other service contracts

Save as disclosed above, there are no service contracts between any director of Abzena, any director of theAbzena Group or proposed director of the Abzena Group and any member of Abzena and no such contract hasbeen entered into or amended within the six months preceding the date of this document.

6. Market quotations

6.1 The following table shows the Closing Price for Abzena Shares for the first dealing day of each monthfrom March 2018 to August 2018 inclusive, for 15 August 2018 (being the last business day before thecommencement of the Offer Period) and for 7 September 2018 (being the Latest Practicable Date):

Date Abzena Share price (p)

1 March 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.53 April 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.01 May 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.21 June 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.52 July 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.11 August 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.415 August 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07 September 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.5

7. Material contracts

7.1 BidCo material contracts

Save for the Equity Commitment Letter disclosed below and for the offer related arrangements described atparagraph 8 below, BidCo has not, during the period beginning on 13 August 2018, being the date of

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incorporation, and ending on the Latest Practicable Date, entered into any material contract otherwise than in theordinary course of business.

On 16 August 2018, the WCAS Fund and BidCo entered into the Equity Commitment Letter, which sets out thebasis on which the WCAS Fund has entered into a commitment to subscribe for securities in BidCo, conditionalupon the Scheme becoming Effective or, if the Acquisition is implemented by way of a Takeover Offer, suchTakeover Offer being declared unconditional as to acceptances. The WCAS Fund’s subscription for shares inBidCo will be for the purposes of financing the consideration payable for the Scheme Shares.

7.2 Abzena material contracts

Save as disclosed below and for the offer-related arrangements described at paragraph 8 below, no member of theAbzena Group has, during the period beginning on 16 August 2016 and ending on the Latest Practicable Date,entered into any material contract otherwise than in the ordinary course of business.

The following contract, not being a contract entered into in the ordinary course of business, has been entered intoby members of the Abzena Group in the period beginning on 16 August 2016 and ending on the LatestPracticable Date.

The 2017 Placing Agreement

On 5 April 2017, Abzena entered into the Placing Agreement.

Pursuant to the terms and conditions contained in the Placing Agreement, Numis and N+1 Singer severallyagreed to use their respective reasonable endeavours, as agents of the Company, to (i) procure subscribers for thePlacing Shares in connection with the Capital Raise; (ii) effect the Bookbuild for the purposes of procuringsubscribers for the Placing Shares in connection with the Capital Raise; and (iii) conduct a Bookbuild process inrelation to Placing Shares for the purposes of the Capital Raise.

In consideration of Numis’ services under the Placing Agreement, Abzena paid to Numis a corporate finance feeof £250,000 and additional commissions of £435,724.50. In consideration of N+1 Singer’s services under thePlacing Agreement, Abzena paid to N+1 Singer fees and commissions totalling £315,483.00.

The Placing Agreement contained customary warranties and indemnities from the Company in favour of Numisand N+1 Singer and was conditional upon, amongst other things, the passing of all of the relevant Abzenaresolutions and the admission of the Placing Shares.

8. Offer-related arrangements

Arrangements between BidCo, Abzena and WCAS

Confidentiality Agreement

Abzena and WCAS XII, L.P. entered into the Confidentiality Agreement on 14 July 2018 pursuant to which eachof the parties thereto undertakes to keep confidential information relating to the other party and not to disclose itto third parties (other than to permitted disclosees) unless required by law or regulation.

The Confidentiality Agreement also contains undertakings from WCAS that, for a period of 12 months from thedate of the Confidentiality Agreement, WCAS shall not solicit certain employees of Abzena or certainconsultants or independent contractors engaged by Abzena, subject to customary carve-outs. The ConfidentialityAgreement’s obligations will cease to have effect on completion of the Acquisition. If the Acquisition does notcomplete, the confidentiality obligations shall remain in force for a period of two years from the date of theConfidentiality Agreement.

Confidentiality Agreement with GMP Operations Consulting LLC

Abzena entered into a further confidentiality agreement with GMP OC on 10 August 2018, a consultancy serviceengaged by WCAS in connection with its due diligence prior to launch of the Acquisition. Pursuant to theGMP OC Confidentiality Agreement, Abzena agreed to share certain confidential information with GMP.

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GMP OC undertook to keep the confidential information secret and not disclose it to third parties (other than topermitted disclosees) unless required by law or regulation. The confidentiality obligations contained within theGMP OC Confidentiality Agreement shall remain in force for a period of five years from 10 August 2018.

Financing Arrangements with BidCo

Abzena and BidCo entered into the Facility Letter on 16 August 2018 under which BidCo agreed to provide theTerm Loan Facility to Abzena. The Term Loan Facility was capable of being drawn to finance Abzena’s workingcapital requirements and its general corporate purposes. The Term Loan Facility has a term of 364 days from thedate on which the Facility Letter is signed and accrues interest at an annual rate which is the sum of 8% plus theBank of England’s base rate. Interest is, at BidCo’s discretion, payable in cash in arrears monthly, orcompounded monthly to the loan made available under the Term Loan Facility. Default interest on any unpaidamount accrues at the rate of 12% per annum.

Notice by Abzena to draw £2,000,000 in accordance with the Term Loan Facility was delivered to BidCo on16 August 2018. The funds were received by Abzena on 20 August 2018.

The Facility Letter contains certain representations and warranties, covenants and a financial covenant whichAbzena has provided in favour of BidCo. The covenants are:-

• not to grant security other than specific security which is permitted under the Facility Letter;

• not to incur any financial indebtedness other than specific permitted financial indebtedness;

• not to dispose of any asset other than certain permitted disposals;

• not to lend, give indemnities or guarantees unless to or in respect of the obligations of another member ofthe Abzena Group or the guarantee or indemnity is in the ordinary course of trade;

• not to make any dividend payment except for certain permitted dividend payments;

• not to make any substantial change to the general nature of the business of Abzena or the Abzena Group;

• to deliver to BidCo:-

O within 5 business days of BidCo’s request, its most recent consolidated audited accounts;

O within 30 days of each month end its most recent consolidated monthly management accounts;

O a cashflow forecast every 2 weeks; and

O within 5 business days of BidCo’s request, details of financial indebtedness of Abzena with any thirdparties.

The Facility Letter states that the Term Loan Facility was only capable of being drawn subject to satisfyingcertain conditions precedent which included the making of the Acquisition by BidCo. Since being drawn byAbzena, the Term Loan Facility is repayable on the earlier to occur of (i) 364 days from the date of the FacilityLetter and (ii) an earlier repayment event, being the date falling 90 days after the date on which a party’s offer(other than the proposed Acquisition) for all of the ordinary share capital in Abzena in accordance with Rule 2.7of the Code becomes or is declared unconditional in all respects or effective. Abzena is also able to voluntarilyprepay the loan drawn under the Term Loan Facility upon 3 business days’ notice.

The Term Loan Facility was secured against all Abzena assets which are domiciled in England and Walespursuant to the Debenture entered into on 16 August 2018 and guaranteed by certain English members of theAbzena Group pursuant to the Guarantee entered into on 16 August 2018 with a requirement that certain USmembers of the Abzena Group provide guarantees within 60 days of the date of the Facility Letter.

Under the Debenture, Abzena has granted security to BidCo over all of its assets in England and Wales, on termscustomary for general corporate lending transactions. Pursuant to the Guarantee, Abzena and certain of itsEnglish subsidiaries are also to guarantee Abzena’s and these other companies’ liabilities to BidCo under theFacility Letter, the Debenture and the Guarantee. The Guarantee is on terms customary for general corporatetransactions.

The proposed Term Loan Facility constitutes an action falling within Rule 21.1(a) of the Code. Under Rule21.1(c) (iii) of the Code, the Panel Executive has agreed to disapply Rule 21.1(a) of the Code in relation to theproposed entry by the Company in to the Term Loan Facility on the basis that Abzena Shareholders holdingshares carrying more than 50% of the voting rights of the Company stated in writing that they approved the

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proposed action and would vote in favour of any resolution to that effect proposed at a general meeting ofAbzena Shareholders.

Abzena Share Schemes Undertaking

Abzena gave an undertaking to procure that Chemistry Research Solution, LLC and PacificGMP would amend,respectively, The Chemistry Research Solution LLC 2016 Stock Option Plan and The PacificGMP 2016 StockOption Plan to provide that options granted under those plans would lapse to the extent not exercised inconnection with the Acquisition. The requisite amendments have now been made.


9.1 Abzena Director irrevocable undertakings in respect of Abzena Shares

The following Abzena Directors have given irrevocable undertakings which include undertakings to vote, orprocure a vote, in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at theGeneral Meeting in respect of their own shareholdings:

Name of Abzena Director

Number ofAbzenaShares

Percentageof Abzena

issued sharecapital atthe Latest

PracticableDate

Anthony Brampton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211,138 0.1John Burt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,150,565 1.0Kenneth Cunningham . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787,613 0.4Peter Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,303 0.0Julian Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,419 0.2Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,730,038 1.7

The irrevocable undertakings from the Abzena Directors shall lapse and cease to have effect if:

1. where the Acquisition is implemented by way of a Scheme, the Scheme does not become Effective, iswithdrawn or lapses in accordance with its terms (provided that this shall not apply where the Acquisitionlapses or is withdrawn solely as a result of BidCo implementing the Acquisition by way of a TakeoverOffer);

2. if the Scheme or Takeover Offer has not become Effective by 5.00p.m. on the Long Stop Date;

3. BidCo announces with the consent of the Panel, that it does not intend to proceed with the Acquisition;

4. any other offer is made which is declared wholly unconditional or otherwise becomes effective; or

5. where the Acquisition is implemented by way of Takeover Offer, the Takeover Offer lapses or iswithdrawn without becoming unconditional in all respects and no public announcement has been made byBidCo within five (5) business days in relation to electing (having received the Panel’s consent) toimplement the Acquisition by way of a Scheme.

9.2 Additional Shareholder irrevocable undertakings in respect of Abzena Shares

The following persons have given irrevocable undertakings which include undertakings to vote, or procure avote, in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the GeneralMeeting, or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procurethe acceptance of such Takeover Offer:

Shareholder

Number ofAbzenaShares

% ofAbzena

Shares inissue

Marlborough Fund Managers Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,477,500 10.0Imperial Innovations Limited, a subsidiary of IP Group plc . . . . . . . . . . . . . . . . . . . . . 118,405 0.1Touchstone Innovations Businesses LLP, a subsidiary of IP Group plc . . . . . . . . . . . . 35,901,697 16.8Invesco Asset Management Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,171,279 25.7Woodford Investment Management Limited (with State Street Nominees Limited a/c

34ZG as registered holder) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,933,009 3.7Woodford Investment Management Limited (with Nortrust Nominees Limited a/c

WIX01 as registered holder) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,791,947 20.0Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,393,837 76.3

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The irrevocable undertakings from Invesco Asset Management Limited, Touchstone Innovations BusinessesLLP, Imperial Innovations Limited and Marlborough Fund Managers Limited will cease to be binding if:

1. where the Acquisition is implemented by way of a Scheme, the Scheme lapses or is withdrawn or theScheme has not become Effective by 5.00 p.m. on the Long Stop Date or such later time or date as isagreed between BidCo and the Company and no public announcement has been made by BidCo in relationto electing (having received the Panel’s consent) to implement the offer by way of a Takeover Offer;

2. where the Acquisition is implemented by way of Takeover Offer, the Takeover Offer lapses or iswithdrawn without becoming unconditional in all respects and no public announcement has been made byBidCo in relation to electing (having received the Panel’s consent) to implement the offer by way of aScheme; or

3. the Acquisition does not become Effective, lapses, is withdrawn or otherwise becomes incapable of everbecoming Effective, as the case may be.

The irrevocable undertaking given by Marlborough Fund Managers Limited will also cease to be binding if athird party makes a competing cash only offer at a value which (in BidCo’s reasonable opinion on the advice ofN+1 Singer) exceeds the value of the consideration per Abzena Share under BidCo’s offer by 50% or more perAbzena Share (provided that, if no later than 5.00 p.m. on the fifth business day after the day on which the thirdparty’s offer is made, the consideration per Abzena Share under BidCo’s offer is increased such that its value (inBidCo’s reasonable opinion on the advice of N+1 Singer) is equal to or exceeds the third party’s offer, theirrevocable undertaking shall not lapse).

The irrevocable undertaking from Woodford Investment Management Limited will only cease to be binding if:

1. where the Acquisition is implemented by way of a Scheme, the Scheme lapses or is withdrawn or theScheme has not become Effective by 5.00 p.m. on the Long Stop Date or such later time or date as isagreed between Woodford Investment Management Limited, BidCo and the Company and no publicannouncement has been made by BidCo in relation to electing (having received the Panel’s consent) toimplement the offer by way of a Takeover Offer;

2. where the Acquisition is implemented by way of Takeover Offer, the Takeover Offer lapses or iswithdrawn without becoming unconditional in all respects and no public announcement has been made byBidCo in relation to electing (having received the Panel’s consent) to implement the offer by way of aScheme;

3. the Acquisition does not become Effective, lapses, is withdrawn or otherwise becomes incapable of everbecoming Effective, as the case may be;

4. a third party makes a competing cash only offer at a value which (in the Company’s reasonable opinion onthe advice of N+1 Singer) exceeds the value of the consideration per Abzena Share under BidCo’s offer by50% or more per Abzena Share (provided that, if no later than 5.00 p.m. on the fifth business day after theday on which the third party’s offer is made, the consideration per Abzena Share under BidCo’s offer isincreased such that its value (in the Company’s reasonable opinion on the advice of N+1 Singer) is equal toor exceeds the third party’s offer, the irrevocable undertaking shall not lapse);

5. the consideration price per Abzena Share offered by BidCo is less than 16 pence per Abzena Share; or

6. pursuant to the Acquisition, the date of cash settlement of the consideration money payable to WoodfordInvestment Management Limited is later than 14 January 2019.

Woodford Investment Management is able to sell some or all of the Abzena Shares subject to its irrevocableundertaking in certain limited circumstances including:

1. if required by law;

2. to BidCo; or

3. to any person who has entered into a similar irrevocable undertaking in favour of BidCo to vote, or procurea vote, in favour of the Scheme at the Court Meeting and the resolutions relating to the offer at the GeneralMeeting (or, in the event that the offer is implemented by way of a Takeover Offer, to accept or procurethe acceptance of such Takeover Offer).

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10. Offer-related fees and expenses

10.1 Wider BidCo Group fees and expenses

The aggregate fees and expenses expected to be incurred by the Wider BidCo Group in connection with theAcquisition (excluding any applicable VAT) are expected to be:

Category Amount (£)

Financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,020,000Accounting and tax advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 519,000Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Other professional services (including, for example, management consultants, actuaries and

specialist valuers) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 540,000Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,712,000

10.2 Abzena fees and expenses

The aggregate fees and expenses expected to be incurred by Abzena in connection with the Acquisition(excluding any applicable VAT) are expected to be approximately:

Category Amount (£)

Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 737,659Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,649Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000Other professional services (including, for example, management consultants, actuaries and

specialist valuers) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,400Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,415,708

11. Financing arrangements relating to BidCo

The Cash Consideration payable by BidCo pursuant to the Acquisition will be funded from equity to be investedby the WCAS Fund pursuant to the Equity Subscription letter described at paragraph 7.1 above.

12. Ratings

No ratings agency has publicly accorded Abzena with any current credit rating or outlook.

No ratings agency has publicly accorded BidCo with any current credit rating or outlook.

13. Cash confirmation

Peel Hunt, as financial adviser to BidCo, is satisfied that sufficient resources are available to BidCo to enable itto satisfy, in full, the Cash Consideration payable to Abzena Shareholders under the terms of the Acquisition.

14. Persons acting in concert

14.1 In addition to BidCo, the BidCo Directors (together with their close relatives and related trusts) and themembers of the Wider BidCo Group (including BidCo’s holding companies and their subsidiaries), thepersons who, for the purposes of the Code, are acting in concert with BidCo in respect of the Acquisitionand who are required to be disclosed are:

Name Type Registered Office Relationship with BidCo

Peel Hunt LLP . . . . . . . . . . Limited liabilitypartnership

Moor House, 120London Wall,London, EC2Y 5ET

Financial adviser

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14.2 In addition to the Abzena Directors (together with their close relatives and related trusts) and the membersof the Abzena Group (including Abzena’s holding companies and their subsidiaries), the persons who, forthe purposes of the Code, are acting in concert with Abzena in respect of the Acquisition and who arerequired to be disclosed are:

Name Type Registered Office Relationship with Abzena

Nplus1 Singer AdvisoryLLP . . . . . . . . . . . . . . . . .

Limited liabilitypartnership

One BartholomewLane, London, EC2N2AX

Financial adviser &nominated adviser

Numis Securities Ltd . . . . . Private limited company 10 Paternoster Square,London, EC4M 7LT

Was nominatedadviser at thecommencement of theOffer Period, but wasreplaced on 30 Augustby N+1 Singer

15. No significant change

Save to the extent disclosed in this document, there has been no significant change in the financial or tradingposition of Abzena since 31 March 2018, being the date to which the 2018 Results were prepared.

16. Consent

16.1 N+1 Singer has given and not withdrawn its written consent to the issue of this document with theinclusion of references to its name in the form and context in which they are included.

16.2 Peel Hunt has given and not withdrawn its written consent to the issue of this document with the inclusionof references to its name in the form and context in which they are included.

17. Documents published on a website

Copies of the following documents are available for view on Abzena’s website at www.abzena.com and BidCo’swebsite at www.wcas.com (subject to, in each case, any applicable restrictions relating to persons resident inRestricted Jurisdictions) up to and including the Effective Date or the date the Scheme lapses or is withdrawn,whichever is earlier:

17.1 the irrevocable undertakings referred to in paragraph 9 above;

17.2 the offer-related arrangements referred to in sub-paragraph 8.1 above, being the ConfidentialityAgreement, the GMP OC Confidentiality Agreement, the Term Loan Facility, the Debenture and theGuarantee;

17.3 the written consents referred to in paragraph 16 above;

17.4 the Announcement;

17.5 this document and the Forms of Proxy;

17.6 BidCo’s articles of association;

17.7 Abzena’s articles of association; and

17.8 Abzena’s articles of association as proposed to be amended by special resolution.

Neither the contents of Abzena’s or BidCo’s website, nor those of any other website accessible from hyperlinkson Abzena’s or BidCo’s website, are incorporated into or form part of this document.

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18. Sources of information and bases of calculation

18.1 The value of the Acquisition is based on the existing 214,220,399 issued Abzena Shares as at the LatestPracticable Date.

18.2 The value of the Acquisition on a fully diluted basis has been calculated on the basis of 214,220,399Abzena Shares in issue on 15 August 2018, plus 672,980 Abzena Shares that may be issued pursuant to theAbzena Share Schemes. In total, an additional 11,902,150 Abzena Shares may be issued pursuant to theAbzena Share Schemes, of which 7,556,917 Shares under option are in-the-money at the offer price.However, the Remco has resolved not to accelerate the vesting of certain options which remain subject tooutstanding performance conditions with the result that 672,980 Abzena Shares are expected to be issuedpursuant to the Abzena Share Schemes in the context of the Acquisition.

18.3 The Closing Price on 7 September 2018 is taken from the Daily Official List.

18.4 Unless otherwise stated, the financial information relating to Abzena is extracted (without adjustment)from the audited consolidated financial statements of Abzena for the relevant years or from the unauditedinterim consolidated financial statements of Abzena for the relevant half years, prepared in accordancewith IFRS.

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PART EIGHT

DEFINITIONS

2018 Results the annual report and accounts of Abzena for the financial year ended31 March 2018;

Abzena or the Company Abzena plc, a company incorporated in England and Wales withregistered number 08957107;

Abzena Directors the persons whose names are set out in paragraph 2.1 of Part Seven ofthis document or, where the context so requires, the directors ofAbzena from time to time;

Abzena Group Abzena and its subsidiaries and subsidiary undertakings from time totime;

Abzena Shareholders the holders of Abzena Shares from time to time;

Abzena Shares the ordinary shares of £0.002 each in the capital of Abzena;

Abzena Share Schemes The PolyTherics Limited 2013 Share Option Plan, The PolyThericsLimited 2014 Share Option Plan, The Abzena plc 2015 Share OptionPlan, The Chemistry Research Solution LLC 2016 Stock Option Planand The PacificGMP 2016 Stock Option Plan;

Acquisition the recommended cash acquisition by BidCo of the entire issued andto be issued share capital of Abzena to be effected by means of theScheme (and, where the context admits, any subsequent revision,variation, extension or renewal of the Scheme) or by a TakeoverOffer under certain circumstances described in this document;

AIM the AIM market of the London Stock Exchange;

AIM Rules the AIM rules for companies published by the London StockExchange;

Announcement the announcement of BidCo’s firm intention to make an offer for theentire issued and to be issued share capital of Abzena pursuant toRule 2.7 of the Code made by Abzena and BidCo on 16 August 2018;

BidCo Astro Bidco Limited, a company incorporated in England and Walesunder registered number 11514538;

BidCo Directors each of Jonathan Goldman, Nicholas O’Leary and Brian Regan or,where the context so requires, the directors of BidCo from time totime;

BidCo Responsible Persons each of Jonathan Goldman, Nicholas O’Leary, Scott Mackesy,Anthony de Nicola, Jonathan Rather and Brian Regan;

Board as the context requires, the board of directors of Abzena or the boardof directors of BidCo and the terms Abzena Board and BidCo Boardshall be construed accordingly;

Bookbuild means the accelerated bookbuild process conducted in relation to theCapital Raise;

business day any day (other than a Saturday, Sunday or public or bank holiday) onwhich clearing banks in London are generally open for normalbusiness;

Capital Raise means the £25 million capital raise completed by Abzena on 24 April2017;

Cash Consideration the consideration payable to Scheme Shareholders in connection withthe Acquisition, being 16 pence per Abzena Share;

certificated or in certificated form a share or other security which is not in uncertificated form (that is,not in CREST);

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close of business 6.00 p.m. (London time) on the business day in question;

Closing Price the closing middle market quotation for an Abzena Share on aparticular dealing day as derived from the Daily Official List;

CMA the UK Competition and Markets Authority;

Code the UK City Code on Takeovers and Mergers;

Companies Act the Companies Act 2006, as amended from time to time;

Conditions the conditions to the implementation of the Acquisition, as set out inPart Three (Conditions to the implementation of the Scheme and tothe Acquisition) of this document or, if applicable, the TakeoverOffer Document and Condition means any of them;

Confidentiality Agreement the confidentiality agreement between Abzena and WCAS dated14 July 2018;

Court the High Court of Justice in England and Wales;

Court Hearing the hearing at which the Court sanctions the Scheme under section899 of the Companies Act;

Court Meeting the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened with the permission of the Court pursuant tosection 896 of the Companies Act for the purpose of considering and,if thought fit, approving (with or without modification) the Schemeand any adjournment of such meeting;

Court Order the order of the Court sanctioning the Scheme under section 899 ofthe Companies Act;

CREST the relevant system (as defined in the Regulations in respect of whichEuroclear UK & Ireland Limited is the Operator (as defined in theRegulations) in accordance with which securities may be held andtransferred in uncertificated form;

Daily Official List the daily official list of the London Stock Exchange;

dealing day a day on which dealing in domestic securities may take place on, andwith the authority of, the London Stock Exchange;

Dealing Disclosure has the same meaning as in Rule 8 of the Code;

Debenture the debenture dated 16 August 2018 entered into between BidCo aslender and Abzena as chargor;

Disclosed information which has been fairly disclosed in (i) the informationmade available to BidCo (or BidCo’s advisers) in the data roomestablished by Abzena for the purposes of the Acquisition prior to thedate of the Announcement; (ii) in the Announcement; (iii) in the 2018Results; (iv) in any other announcement to a Regulatory InformationService by, or on behalf of, Abzena in accordance with the MarketAbuse Regulation, the AIM Rules or the Disclosure Guidance andTransparency Rules before the date of the Announcement or (v) inwriting before the date of the Announcement by or on behalf ofAbzena to BidCo or WCAS (or their respective officers, employees,agents or advisers in their capacity as such), in each case in sufficientdetail;

Disclosure Guidance andTransparency Rules

the Disclosure Guidance and Transparency Rules of the FCA in itscapacity as the UK Listing Authority under the Financial Services andMarkets Act 2000 and contained in the UK Listing Authority’spublication of the same name, as amended from time to time;

disclosure period the period commencing on 16 August 2017 (being the date that is12 months before the start of the Offer Period) and ending on theLatest Practicable Date;

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Effective (i) if the Acquisition is implemented by way of the Scheme, meansthe Scheme having become effective pursuant to its terms; or (ii) ifthe Acquisition is implemented by way of a Takeover Offer, meansthe Takeover Offer having been declared or become unconditional inall respects in accordance with the requirements of the Code;

Effective Date the date on which the Acquisition becomes Effective;

Equity Commitment Letter the equity commitment letter entered into by the WCAS Fund andBidCo on 16 August 2018;

EU the European Union;

EUMR the EU Merger Regulation (No 139/2004);

Euroclear Euroclear UK & Ireland Limited;

Executive Directors each of John Burt and Julian Smith;

Explanatory Statement the explanatory statement (in compliance with section 897 of theCompanies Act) relating to the Scheme, as set out in this document;

Facility Letter the facility letter dated 16 August 2018 between Abzena and BidCounder which BidCo has agreed to provide to Abzena the Term LoanFacility;

FCA the Financial Conduct Authority;

Form(s) of Proxy either or both (as the context demands) of the blue Form of Proxy inrelation to the Court Meeting and the yellow Form of Proxy inrelation to the General Meeting;

FSMA Financial Services and Markets Act 2000 (as amended from time totime);

GMP good manufacturing practice;

GMP OC GMP Operations Consulting LLC, a company incorporated inMassachusetts with registered number 001227683;

GMP OC ConfidentialityAgreement

the confidentiality agreement between Abzena and GMP OperationsConsulting LLC dated 10 August 2018;

General Meeting the General Meeting of Abzena convened by the notice set out in PartTen (Notice of General Meeting) of this document, including anyadjournment of such meeting;

Guarantee the guarantee dated 16 August 2018 entered into between, amongstothers, (1) BidCo as beneficiary and (2) Abzena, Abzena HoldingsLimited, Polytherics Limited and Antitope Limited as guarantors;

holder a registered holder and includes any person entitled by transmission;

IFRS international accounting standards and international financialreporting standards and interpretations thereof, approved or publishedby the International Accounting Standards Board and adopted by theEuropean Union;

Latest Practicable Date 7 September 2018 (being the latest practicable date before thepublication of this document);

LIBOR the London Interbank Acquisitioned Rate;

London Stock Exchange London Stock Exchange plc;

Long Stop Date 31 December 2018 or such later date (if any) as BidCo and Abzenamay agree, with the consent of the Panel, and the Court may allow;

Market Abuse Regulation the Market Abuse Regulation (2014/596/EU);

Meetings the Court Meeting and the General Meeting, and Meeting meanseither of them;

N+1 Singer Nplus1 Singer Advisory LLP;

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Non-Executive Directors each of Kenneth Cunningham, Anthony Brampton, Peter Grant, NigelPitchford and Charlotta Ljungqvist;

Numis Numis Securities Ltd;

Offer Period the period commencing on 16 August 2018 and ending on the earlierof the date on which the Scheme becomes Effective and/or the dateon which the Scheme lapses or is withdrawn (or such other date as thePanel may decide);

Opening Position Disclosure an announcement containing details of interests or short positions in,or rights to subscribe for, any relevant securities of a party to theAcquisition if the person concerned has such a position;

Options the outstanding options to acquire Abzena Shares granted under therules of the Abzena Share Schemes;

Panel the UK Panel on Takeovers and Mergers;

Peel Hunt Peel Hunt LLP;

Placing Agreement means the placing agreement entered into on 5 April 2017 between(1) Abzena, (2) Numis and (3) N+1 Singer, in connection with theCapital Raise;

Placing Shares means those Abzena Shares issued by Abzena in connection with theCapital Raise;

Registrar of Companies the registrar of companies in England and Wales;

Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

Regulatory Information Service an information service authorised from time to time by the FCA forthe purposes of disseminating regulatory announcements;

Remco the Remuneration Committee of Abzena;

Resolutions the resolutions relating to the Acquisition to be proposed at theMeetings;

Restricted Jurisdiction any jurisdiction where local laws or regulations may result in asignificant risk of civil, regulatory or criminal exposure if informationconcerning the Acquisition is sent or made available to AbzenaShareholders in that jurisdiction (in accordance with Rule 30.3 of theCode);

Scheme the scheme of arrangement in its present form or with or subject toany modification, addition or condition which Abzena and BidCoeach agree and which is approved or imposed by the Court;

Scheme Record Time close of business on the date of the Court Hearing, or such later timeas BidCo and Abzena;

Scheme Shareholders holders of Scheme Shares at any relevant date or time;

Scheme Shares means the Abzena Shares:(i) in issue at the date of this document;(ii) issued after the date of this document and before the Voting

Record Time; and(iii) issued at or after the Voting Record Time and before the

Scheme Record Time, either on terms that the original or anysubsequent holders of such shares are to be bound by theScheme or in respect of which their holders are, or shall haveagreed in writing to be, bound by the Scheme,

and, in each case, remaining in issue at the Scheme Record Time butexcluding any Abzena Shares held in treasury at any relevant date ortime and any Abzena Shares registered in the name of or beneficially

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owned by any member of the Wider BidCo Group, its nominees orany person acting in concert with BidCo for purposes of the Code atany relevant date or time;

SEC US Securities and Exchange Commission;

significant interest in relation to an undertaking, a direct or indirect interest of 20% ormore of: (i) the total voting rights conferred by the equity sharecapital (as defined in section 548 of the Companies Act 2006) of suchundertaking; or (ii) the relevant partnership interest;

Substantial Shareholders Touchstone Innovations Business LLP, Imperial Innovations Limited,Invesco Asset Management Limited, Woodford InvestmentManagement Limited and Marlborough Fund Managers Limited;

Takeover Offer should the Acquisition be implemented by way of a takeover offer asdefined in Chapter 3 of Part 28 of the Companies Act, the takeoveroffer to be made by or on behalf of BidCo to acquire the entire issuedand to be issued share capital of Abzena not already owned by BidCoand, where the context admits, any subsequent revision, variation,extension or renewal of such takeover offer;

Takeover Offer Document should the Acquisition be implemented by means of a TakeoverOffer, the document to be sent to Abzena Shareholders which willcontain, inter alia, the terms and conditions of the Takeover Offer;

Term Loan Facility a £2,000,000 term loan facility provided by BidCo to Abzena underthe Facility Letter;

Third Party each of the following: government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental orinvestigative body, court, trade agency, association, institution or anyother similar body or person whatsoever in any jurisdiction;

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;

uncertificated or in uncertificatedform

a share or other security recorded on the relevant register as beingheld in uncertificated form in CREST;

US or United States the United States of America, its territories and possessions, any stateof the United States of America and the District of Columbia and allother areas subject to its jurisdiction and any political sub-divisionthereof;

US Exchange Act the US Securities Exchange Act of 1934, as amended;

Voting Record Time close of business on the day which is two days before the date of theCourt Meeting or, if the Court Meeting is adjourned, close of businesson the day which is two days before the date of such adjournedmeeting, in each case excluding any day that is not a business day;

WCAS Welsh, Carson, Anderson & Stowe;

WCAS Fund WCAS XII-Astro, L.P., which is managed by WCAS ManagementCorporation;

WCAS Management Corporation a Delaware corporation and an investment advisor registered with theSecurities and Exchange Commission which acts as advisor to theWCAS Fund;

Wider Abzena Group Abzena and its subsidiaries, subsidiary undertakings, associatedundertakings and any other body corporate, partnership, joint ventureor person in which Abzena and/or all such undertakings (aggregatingtheir interests) have a significant interest; and

Wider BidCo Group BidCo, the WCAS Fund, WCAS Management Corporation and anyother funds managed and/or advised by WCAS and their respectiveand its subsidiaries, subsidiary undertakings, associated undertakingsand any other undertaking in which BidCo and/or such undertakings(aggregating their interests) have a significant interest.

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For the purposes of this document, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associatedundertaking” have the respective meanings given thereto by the Companies Act.

All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the lawfulcurrency of the United Kingdom.

All the times referred to in this document are London times unless otherwise stated.

References to the singular include the plural and vice versa.

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PART NINE

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2018-006227BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)DEPUTY ICC JUDGE MULLEN

IN THE MATTER OF ABZENA PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS GIVEN that, by an order dated 7 September 2018 made in the above matters, the Court has givenpermission for Abzena plc (the Company) to convene a meeting of the holders of Scheme Shares (as defined inthe Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving (withor without modification) a scheme of arrangement proposed to be made between the Company and the holders ofScheme Shares and that such meeting will be held at Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ESat 11.00 a.m. on 2 October 2018 at which place and time all holders of Scheme Shares are requested to attend.

A copy of the Scheme of Arrangement and a copy of the statement required to be furnished pursuant to section897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Holders of Scheme Shares may vote in person at the meeting or they may appoint another person as theirproxy to attend, speak and vote in their stead. A proxy need not be a member of the Company. A holder ofScheme Shares may appoint more than one proxy in relation to the meeting provided that each proxy isappointed to exercise the rights attached to a different share or shares held by that holder. A blue Form ofProxy for use at the meeting is enclosed with this notice. Abzena Shareholders with Scheme Shares heldthrough CREST may also appoint a proxy or proxies using CREST by following the instructions set out onpage 29 of this document. Completion and return of a Form of Proxy, or the appointment of proxiesthrough CREST, will not preclude a holder of Scheme Shares from attending and voting in person at themeeting, or any adjournment of such meeting.

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or byproxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority willbe determined by the order in which the names stand in the register of members of the Company in respect of therelevant joint holding.

It is requested that forms appointing proxies (together with any power of attorney or other authority under whichthey are signed, or a notarially certified copy of such authority) be lodged with the Company’s registrar, SLCRegistrars, in accordance with the instructions printed on such forms not later than 48 hours before the start ofthe meeting excluding any part of a day that is not a business day.

Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will bedetermined by reference to the register of members of the Company at 6.00 p.m. on the day which is two daysbefore the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is twodays before the date of such adjourned meeting, in each case excluding any day that is not a business day (theVoting Record Time). Changes to the register of members after such time will be disregarded.

By the said order, the Court has appointed Kenneth Cunningham, or failing him, John Burt, or failing him, JulianSmith to act as chairman of the meeting and has directed the chairman to report the result of the meeting to theCourt.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 10 September 2018

PINSENT MASONS LLP

30 Crown PlaceLondon EC2A 4ES

Solicitors for the Company

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Notes:1. Pursuant to the Company’s articles of association and Regulation 41 of the Uncertificated Securities Regulations 2001 (the Regulations),

only holders of Scheme Shares in the capital of the Company at the Voting Record Time (each, a Scheme Shareholder) are entitled toattend, speak and vote at this meeting and may appoint a proxy to attend, speak and vote instead of them. Changes to entries on theregister of members after that time shall be disregarded in determining the rights of any person to attend and vote at this meeting. Votingon all resolutions will be by way of a poll. Each Scheme Shareholder present at this meeting will be entitled to one vote for everyScheme Share registered in his or her name and each corporate representative or proxy will be entitled to one vote for each Scheme Sharewhich he/she represents. Scheme Shareholders who submit a proxy form with voting instructions in advance of this meeting specifyingthe chairman of the Company as their proxy, but who attend this meeting in person, need not complete a poll card unless they wish tochange their vote.

2. A blue form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy should be completed and returned inaccordance with their instructions, along with the power of attorney or other authority, if any, under which they are signed or a notariallycertified or office copy of such power or authority, so as to arrive at the offices of the Company’s registrar, SLC Registrars, not later than11.00 a.m. on 28 September 2018, or if the meeting is adjourned, at least 48 hours before the start of the adjourned meeting, excludingany part of a day that is not a business day. If the proxy form is not returned by the relevant time, it may be handed to the Chairman ofthe meeting or to SLC, on behalf of the Chairman of the meeting, before the start of the meeting.

3. A Scheme Shareholder entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak andvote instead of him/her. A Scheme Shareholder may appoint more than one proxy in relation to this meeting, provided that each proxy isappointed to exercise the rights attaching to a different share or shares held by him/her. A proxy need not be a Scheme Shareholder butmust attend this meeting to represent him/her. A separate proxy form should be used for each proxy appointment. If you intendappointing additional proxies, please contact the shareholder helpline operated by Equiniti Limited on behalf of SLC Registrars on 0371384 2050 or on +44 121 415 0259 from outside the UK (calls to this number from outside the UK will be charged at the applicableinternational rate) to obtain (an) additional proxy form(s). The shareholders helpline may record calls to both numbers for securitypurposes and to monitor the quality of its services. Alternatively, you may photocopy the enclosed proxy form. A Scheme Shareholderappointing more than one proxy should indicate the number of shares for which each proxy is authorised to act on his/her holding andmark the box indicating that the proxy instruction is one of multiple instructions being given. Failure to specify the number of shares towhich each proxy form relates or specifying a number which, when taken together with the number of shares set out in the other proxyappointments, is in excess of the number of shares held by the Scheme Shareholder may result in the proxy appointment being invalid. Ifthe proxy form is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise hisdiscretion as to whether, and if so how, he or she votes. A Scheme Shareholder must inform SLC in writing of any termination of theauthority of a proxy. If more than one valid proxy appointment is received, the appointment received last before the latest time for thereceipt of the proxies will take precedence.

4. Scheme Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for this meeting or any adjournmentof this meeting by using the CREST electronic proxy appointment service may do so by using the procedures described in the CRESTManual available via www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST memberswho have appointed a voting service provider(s), should refer to their CREST sponsor or voting service providers, who will be able totake the appropriate action on their behalf.

5. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CRESTProxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (Euroclear) specificationsand must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whetherit constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to bevalid, be transmitted so as to be received by SLC Registrars (ID 7RA01) not later than 11.00 a.m. on 28 September 2018 or, if themeeting is adjourned, at least 48 hours before the start of the adjourned meeting, excluding any part of a day that is not a business day.For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which SLC Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointeethrough other means.

6. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not makeavailable special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply inrelation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CRESTmember is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or votingsystem providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CRESTsystem and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Regulations.

7. Completion and return of a form of proxy, or the appointment of proxies through CREST, will not preclude a Scheme Shareholder fromattending and voting in person at this meeting, or any adjournment of this meeting.

8. In the case of joint holders of ordinary shares the vote of the senior who tenders a vote, whether in person or by proxy, will be acceptedto the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding (the first named being the most senior).

9. You may not use any electronic address provided either in this notice or in any related documents (including the enclosed proxy form) tocommunicate with the Company for any purposes other than those expressly stated.

10. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at this meeting. Inaccordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders’ Rights) Regulations 2009),each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were anindividual member of the Company, provided that they do not do so in relation to the same shares.

11. As at 7 September 2018 (being the latest business day before publication of this notice), the Company’s issued share capital consisted of214,220,399 ordinary shares, carrying one vote each. The Company does not hold any ordinary shares in treasury, and therefore the totalvoting rights in the Company as at 7 September 2018 were 214,220,399.

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12. The venue is wheelchair accessible. Please let the Company know in advance if any attendee will need wheelchair assistance or has anyother needs to ensure appropriate arrangements are in place. Anyone accompanying a member in need of assistance will be admitted tothis meeting. Other guests will only be admitted at the discretion of the Company.

13. The Company thanks the attendees in advance for their co-operation with the security staff at the venue and kindly requests that eachattendee provides one piece of identification, such as photographic ID or a bank card. The Company does not permit cameras orrecording equipment at this meeting and should be grateful if attendees would ensure that they switch off their mobile telephone beforethe start of this meeting. The Company does not permit behaviour which may interfere with anyone’s safety or the orderly conduct of thismeeting.

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PART TEN

NOTICE OF GENERAL MEETING

ABZENA PLC

Notice is given that a General Meeting of Abzena plc (the Company) will be held at Pinsent Masons LLP,30 Crown Place, London, EC2A 4ES at 11.15 a.m. on 2 October 2018 (or as soon thereafter as the meeting of theholders of Scheme Shares (as defined in the Scheme as referred to in the resolution set out below) convened for11.00 a.m. on the same day and at the same place, by an order of the High Court of Justice, shall have concludedor been adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which willbe proposed as a special resolution.

SPECIAL RESOLUTION

THAT for the purpose of giving effect to the scheme of arrangement dated 10 September 2018 (as amended orsupplemented) between the Company and the holders of Scheme Shares (as defined in such scheme ofarrangement), a print of which has been produced to this meeting and for the purposes of identification signed bythe chairman of this meeting, in its original form or subject to such modification, addition, or condition as may beagreed between the Company and BidCo and approved or imposed by the Court (the Scheme):

(A) the directors of the Company (or a duly authorised committee of the directors) be authorised to take allsuch action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(B) with effect from the passing of this resolution, the articles of association of the Company be and areamended by the adoption and inclusion of the following new article 180:

“Scheme of Arrangement

(i) In this article, references to the Scheme are to the Scheme of Arrangement under Part 26 of theCompanies Act 2006 between the Company and the holders of Scheme Shares (as defined in theScheme dated 10 September 2018 (as amended or supplemented)) and as approved by the holders ofthe Scheme Shares at the meeting convened by the Court (as defined in the Scheme) and as may bemodified or amended in accordance with its terms, and expressions defined in the Scheme shall havethe same meanings in this article.

(ii) Notwithstanding either any other provision of these articles or the terms of any resolution whetherordinary or special passed by the Company in general meeting, if the Company issues any ordinaryshares (other than to Astro Bidco Limited (BidCo) or its nominee(s)) on or after the adoption of thisarticle and before the Scheme Record Time (as defined in the Scheme), such shares shall be issuedsubject to the terms of the Scheme (and shall be Scheme Shares for the purposes of the Scheme) andthe original or any subsequent holder or holders of such ordinary shares shall be bound by theScheme accordingly.

(iii) Notwithstanding any other provision of these articles, if any ordinary shares are issued to any person(other than BidCo or its nominee(s)) (the New Member) at or after the Scheme Record Time, suchNew Member (or any subsequent holder or any nominee of such New Member or any suchsubsequent holder) will, provided the Scheme shall have become effective, be obliged to transferimmediately all the ordinary shares held by the New Member (or any subsequent holder or anynominee of such New Member or any such subsequent holder) (the Disposal Shares) to BidCo (oras BidCo may otherwise direct) who shall be obliged to acquire all of the Disposal Shares inconsideration of and conditional on the payment by or on behalf of BidCo to the New Member of anamount in cash for each Disposal Share equal to the consideration that the New Member would havebeen entitled to had each Disposal Share been a Scheme Share.

(iv) On any reorganisation of, or material alteration to, the share capital of the Company (including,without limitation, any subdivision and/or consolidation) carried out after the Effective Date (asdefined in the Scheme), the value of the consideration per Disposal Share to be paid under paragraph(iii) above shall be adjusted by the directors in such manner as the auditors of the Company or anindependent investment bank selected by the Company may determine to be fair and reasonable toreflect such reorganisation or alteration. References in this article to ordinary shares shall, followingsuch adjustment, be construed accordingly.

(v) To give effect to any transfer required by this article, the Company may appoint any person asattorney and/or agent for the New Member to execute and deliver as transferor a form of transfer or

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instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee ofsuch New Member or any such subsequent holder) in favour of BidCo and do all such other thingsand execute and deliver all such documents as may in the opinion of the attorney or agent benecessary or desirable to vest the Disposal Shares in BidCo and pending such vesting to exercise allsuch rights to the Disposal Shares as BidCo may direct. If an attorney or agent is so appointed, theNew Member shall not thereafter (except to the extent that the attorney fails to act in accordancewith the directions of BidCo) be entitled to exercise any rights attaching to the Disposal Sharesunless so agreed by BidCo. The Company may give good receipt for the purchase price of theDisposal Shares and may register BidCo as holder of the Disposal Shares and issue to it certificatesfor the same. The attorney or agent shall be empowered to execute and deliver as transferor a form oftransfer or instructions of transfer on behalf of the New Member (or any subsequent holder). TheCompany shall not be obliged to issue a certificate to the New Member for any Disposal Shares.BidCo shall send a cheque drawn on a UK clearing bank (or shall procure that such a cheque is sent)in favour of the New Member (or any subsequent holder or any nominee of such New Member orany such subsequent holder) for the purchase price of such Disposal Shares within 14 days of thedate on which the Disposal Shares are issued to the New Member.

(vi) If the Scheme shall not have become effective by the date referred to in clause 6(B) of the Scheme(or such later date, if any, as BidCo and the Company may agree and the Court and the Panel onTakeovers and Mergers may allow, if such consent is required), this article shall be of no effect.

(vii) Notwithstanding any other provision of these articles, both the Company and the directors mayrefuse to register the transfer of any Scheme Shares effected between the Scheme Record Time andthe effective date of the Scheme.”

10 September 2018

By Order of the Board

Julian SmithCompany Secretary

Registered Office:

Babraham Research Campus,Babraham,CambridgeCB22 3ATUnited KingdomRegistered in England and Wales No. 08957107

Notes:1. Pursuant to the Company’s articles of association and Regulation 41 of the Uncertificated Securities Regulations 2001 (the Regulations),

only holders of ordinary shares of £0.002 in the capital of the Company (each, a Shareholder) are entitled to attend, speak and vote atthis meeting and may appoint a proxy to attend, speak and vote instead of them. Changes to entries on the register of members after6.00 p.m. on 28 September 2018 shall be disregarded in determining the rights of any person to attend and vote at this meeting. Votingon all resolutions will be by way of a poll. Each Shareholder present at this meeting will be entitled to one vote for every ordinary shareregistered in his/her name and each corporate representative or proxy will be entitled to one vote for each ordinary share which he/sherepresents. Shareholders who submit a proxy form with voting instructions in advance of this meeting specifying the chairman of theCompany as their proxy, but who attend this meeting in person, need not complete a poll card unless they wish to change their vote. AShareholder may appoint more than one proxy in relation to this meeting provided that each proxy is entitled to exercise the rightsattaching to a different share or shares held by that member. A proxy need not be a member of the Company.

2. A yellow form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy should be returned in accordance withtheir instructions, along with the power of attorney or other authority, if any, under which they are signed or a notarially certified oroffice copy of such power or authority, so as to arrive at the offices of the Company’s registrar, SLC Registrars, not later than 11.15 a.m.on 28 September 2018, or if the meeting is adjourned, at least 48 hours before the start of the adjourned meeting, excluding any part of aday that is not a business day. If the form of proxy is not lodged by the relevant time, it will be invalid.

3. A Shareholder entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak and voteinstead of him/her. A Shareholder may appoint more than one proxy in relation to this meeting, provided that each proxy is appointed toexercise the rights attaching to a different share or shares held by him/her. A proxy need not be a Shareholder but must attend thismeeting to represent him/her. A separate proxy form should be used for each proxy appointment. If you intend appointing additionalproxies, please contact the shareholders helpline operated by Equiniti Limited on behalf of SLC Registrars on 0371 384 2050 (calls tothis number from the UK will be charged at standard local call rates plus your phone company’s access charge) or on +44 121 415 0259from outside the UK (calls to this number from outside the UK will be charged at the applicable international rate) to obtain (an)additional proxy form(s). The shareholder helpline may record calls to both numbers for security purposes and to monitor the quality ofits services. Alternatively, you may photocopy the enclosed proxy form. A Shareholder appointing more than one proxy should indicate

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the number of shares for which each proxy is authorised to act on his/her holding and mark the box indicating that the proxy instructionis one of multiple instructions being given. Failure to specify the number of shares to which each proxy form relates or specifying anumber which, when taken together with the number of shares set out in the other proxy appointments, is in excess of the number ofshares held by the Shareholder may result in the proxy appointment being invalid. If the proxy form is returned without an indication asto how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he or she votes.A Shareholder must inform SLC Registrars in writing of any termination of the authority of a proxy. If more than one valid proxyappointment is received, the appointment received last before the latest time for the receipt of the proxies will take precedence.

4. Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for this meeting or any adjournment of thismeeting by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manualavailable via www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members whohave appointed a voting service provider(s), should refer to their CREST sponsor or voting service providers, who will be able to take theappropriate action on their behalf.

5. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CRESTProxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (Euroclear) specificationsand must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whetherit constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to bevalid, be transmitted so as to be received by SLC Registrars (ID 7RA01) not later than 11.15 a.m. on 28 September 2018 or, if themeeting is adjourned, at least 48 hours before the start of the adjourned meeting, excluding any part of a day that is not a business day.For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which SLC Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointeethrough other means.

6. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not makeavailable special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply inrelation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CRESTmember is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or votingsystem providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CRESTsystem and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Regulations.

7. Completion and return of a form of proxy, or the appointment of proxies through CREST, will not preclude a Shareholder from attendingand voting in person at this meeting, or any adjournment of this meeting.

8. In the case of joint holders of ordinary shares the vote of the senior who tenders a vote, whether in person or by proxy, will be acceptedto the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding (the first named being the most senior).

9. You may not use any electronic address provided either in this notice or in any related documents (including the enclosed proxy form) tocommunicate with the Company for any purposes other than those expressly stated.

10. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at this meeting. Inaccordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders’ Rights) Regulations 2009),each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were anindividual member of the Company, provided that they do not do so in relation to the same shares.

11. As at 7 September 2018 (being the latest business day before publication of this notice), the Company’s issued share capital consisted of214,220,399 ordinary shares, carrying one vote each. The Company does not hold any ordinary shares in treasury, and therefore the totalvoting rights in the Company as at 7 September 2018 were 214,220,399.

12. The venue is wheelchair accessible. Please let the Company know in advance if any attendee will need wheelchair assistance or has anyother needs to ensure appropriate arrangements are in place. Anyone accompanying a member in need of assistance will be admitted tothis meeting. Other guests will only be admitted at the discretion of the Company.

13. The Company thanks the attendees in advance for their co-operation with the security staff at the venue and kindly requests that eachattendee provides one piece of identification, such as photographic ID or a bank card. The Company does not permit cameras orrecording equipment at this meeting and should be grateful if attendees would ensure that they switch off their mobile telephone beforethe start of this meeting. The Company does not permit behaviour which may interfere with anyone’s safety or the orderly conduct of thismeeting.

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