ORPH.L Regulatory News (ORPH)

25 April 2017

Venn Life Sciences Holdings Plc

("Venn" or the "Company")

AGM update

Proposed amendment to resolution to be considered at AGM

Venn Life Sciences Holdings plc (AIM: VENN), a growing Contract Research Organisation (CRO) providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device clients, has convened an annual general meeting ("AGM") to be held at 11.00 a.m. on 26 April 2017 at London Heathrow Marriott Hotel, Bath Rd, Harlington, Hayes UB3 5AN.

As set out in the Company's notice of AGM dated 29 March 2017 ("Notice of AGM"), the purpose of the AGM is to consider, inter alia, resolution 8 which seeks shareholder approval (by special resolution) to authorise the directors of the Company (pursuant to section 570 of the Companies Act 2006) to allot ordinary shares for cash otherwise than on a pro-rata basis ("Resolution").

Under the terms of the Resolution as set out in the Notice of AGM, the authority to be conferred by shareholder approval is limited to, inter alia, the allotment of equity securities for cash up to an aggregate nominal amount of £7,500, which is just under 12.75% of the Company's issued ordinary share capital on the date of the Notice of AGM.

Following discussion with shareholders, Venn intends to propose an amendment to the Resolution at the upcoming AGM so as to reduce the limit of this authority to the allotment of equity securities for cash up to an aggregate nominal amount of £6,028 ("Revised Resolution"). This new limit equates to 6,028,000 ordinary shares of £0.001 each or just under 10% of the Company's issued ordinary share capital as at 29 March 2017. All other terms of the Resolution will remain the same, including that it needs to be passed as a special resolution, being a resolution passed by a majority of not less than 75% of all votes cast by shareholders entitled to vote on the resolution.

The Revised Resolution to be proposed at the AGM will read as follows:

"Resolution 8

THAT subject to the passing of Resolution 7 set out above and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities for cash in connection with an issue by way of rights (including, without limitation, under a rights issue, open offer or other offer of securities) in favour of the holders of ordinary shares in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions and/or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever; and

(b) (otherwise than pursuant to sub-paragraph (a) above) the allotment of equity securities for cash up to an aggregate nominal amount of £6,028.

This power shall, unless renewed, varied or revoked by the Company, expire on the date of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require equity securities after such expiry and the Directors may allot the relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution had not expired.

(Special Resolution)"

The Chairman's motion to amend the Resolution will be put to the AGM immediately prior to the Revised Resolution being put to shareholders at the AGM. Other than the effect on the extent of the authority being reduced from just under 12.75% to just under 10% of the Company's issued ordinary share capital, the change has no effect on the nature or substance of the Resolution or the information contained in the explanatory notes to the Notice of AGM.

Forms of proxy that have already been lodged by shareholders will remain valid for the AGM and for the Revised Resolution. Proxies already received from shareholders in respect of the Resolution will be voted for or against the Revised Resolution in the same manner as indicated in the form of proxy.

Shareholders who have already lodged a form of proxy should contact SLC Registrars Limited, the Company's registrars immediately if they wish to amend or withdraw their vote.

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