Issue of Equity

LEI: 549300Q7EXQQH6KF7Z84

27 January 2020

RTW Venture Fund Limited

(the "Company")

ISSUE OF EQUITY

On 24 January 2020, the Company issued 7,640,277 new ordinary shares of no par value each at a price of US$1.3800 per share; these shares rank pari passu with the existing ordinary shares in issue. The issue price equates to a premium to the net asset value per share at the time of the transaction.

As a result of this issue, the total number of ordinary shares in issue now stands at 169,753,087 and the total number of voting rights in the Company is 169,753,087. There are no shares held in treasury.

The above figure of 169,753,087 may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Company confirms that application for admission will be made to London Stock Exchange plc and it is expected that admission will occur at 8:00 a.m. on 30 January 2020.

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