Rtw Biotech Regulatory News (RTW)

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147,624,501 votes

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689 votes

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351,008 votes

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41,698 votes

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348,869 votes

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147,496,974 votes

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103,097 votes

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374,501 votes

Resolution 10

IT WAS RESOLVED That the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held as treasury shares, provided that:

i. the maximum number of Ordinary Shares authorised to be purchased under this authority shall be 48,514,750 Ordinary Shares (being 14.99 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date, excluding any treasury shares);

ii. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is US$0.01;

iii. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than an amount equal to the higher of (a) 5 per cent. above the average mid-market value of the Ordinary Shares on the regulated market where the repurchase is carried out for the five Business Days (as defined in the Company's Articles) prior to the day the purchase is made and (b) the higher of (i) the price of the last independent trade and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out; and

 such authority is to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract.

Special Resolution

Resolution 11

That the Directors be and are hereby authorised, to allot and issue or make offers or agreements to allot and issue, grant rights to subscribe or, or to convert any securities into, Ordinary Shares for cash up to the aggregate number of Ordinary Shares equal to 64,729,487 (being 20 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date, excluding any treasury shares), and such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by a special resolution), save that the Company may, before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted and issued after such expiry and the Directors may allot and issue Ordinary Shares (or sell from treasury) in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

Extraordinary Resolution

Resolution 12

That the Directors be and are hereby authorised, to allot and issue or make offers or agreements to allot and issue, grant rights to subscribe for, or to convert any securities into, Ordinary Shares for cash up to the aggregate number of Ordinary Shares equal to 64,729,487 (being an additional 20 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date, excluding any treasury shares), and such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by a special resolution), save that the Company may, before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted and issued after such expiry and the Directors may allot and issue Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired. This additional authority will only be utilised once the authority outlined within Resolution 11 has been exhausted and only if used in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue.

Responses to investors' questions will be posted on the Company's website after the AGM.

1 The Company notes that the voting rights adjustments under Article 6 and Article 23 of the Company's Articles of Incorporation were used in respect of resolutions 3, 4, 5 and 6, but this did not affect the outcome of the shareholder vote.

RTW Investments, LP - Investment Manager

Oliver Kenyon (Business & Corporate Development)

Krisha McCune (Investor Relations)

+44 (0)20 7959 6362

biotechopportunities@rtwfunds.com

Deutsche Numis - Joint Corporate Broker

Nathan Brown

Duncan Monteith

George Shiel

+44 (0)20 7260 1000