Form 8-K - Groowe Newsroom

8-K — Centessa Pharmaceuticals plc

Accession: 0001193125-26-134656

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001847903

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d145970d8k.htm (Primary)

EX-2.1 (d145970dex21.htm)

EX-10.1 (d145970dex101.htm)

EX-99.1 (d145970dex991.htm)

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GRAPHIC (g145970g0331132104782.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d145970d8k.htm · Sequence: 1

8-K

0001847903 false 0001847903 2026-03-31 2026-03-31 0001847903 us-gaap:CommonStockMember 2026-03-31 2026-03-31 0001847903 dei:AdrMember 2026-03-31 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 31, 2026

CENTESSA PHARMACEUTICALS PLC

(Exact name of Registrant, as specified in its charter)

England and Wales

001-40445

98-1612294

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Mailing address:

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: +1 (617) 468-5770

Former name or address, if changed since last report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary shares, nominal value £0.002 per share

CNTA

The Nasdaq Stock Market LLC*

American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share

CNTA

The Nasdaq Stock Market LLC

Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Transaction Agreement

On March 31, 2026, Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) with Eli Lilly and Company, an Indiana corporation (“Parent”), and LDH XV Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”). Under the terms of the Transaction Agreement, Purchaser (and/or at Parent’s election, its nominee(s)) will acquire the entire issued and to be issued share capital of the Company (the “Acquisition”) by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act of 2006 (the “Scheme of Arrangement”). Upon the Scheme of Arrangement becoming effective, the Company will become a wholly owned subsidiary of Purchaser.

At the effective time of the Scheme of Arrangement (the “Effective Time”), holders of the ordinary shares of the Company, with a nominal value £0.002 per share (the “Company Shares” (including Company Shares represented by the American Depositary Shares of the Company (the “ADSs”))), will be entitled to receive (i) $38.00 in cash per Company Share, without interest (the “Cash Consideration”), plus (ii) one non-transferable contingent value right entitling the holders to receive contingent cash payments of up to an aggregate of $9.00 per Company Share, without interest, contingent upon the achievement of specified milestones set forth in the CVR Agreement (as defined below) (such contingent value rights, the “CVRs” and, together with the Cash Consideration, the “Transaction Consideration”). The Acquisition and the Scheme of Arrangement have been recommended by the board of directors of the Company (the “Company Board”) and the boards of directors of Parent and Purchaser.

Treatment of Company Equity Awards

The Transaction Agreement provides for the following treatment of the Company’s outstanding equity awards at the Effective Time:

•

each option to purchase Company Shares granted under any Company equity incentive plan, program or arrangement under which equity awards are outstanding (the “Company Share Plans”) (each, a “Company Option”) having an exercise price less than the Cash Consideration (each such option, a “Company Cash-Out Option”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled, and, in exchange therefor, the holder of such canceled Company Cash-Out Option will be entitled to receive (without interest), in consideration of the cancellation of such Company Cash-Out Option (A) an amount in cash (less applicable tax withholdings pursuant to the Transaction Agreement) equal to the product of (1) the total number of Company Shares subject to such Company Cash-Out Option immediately prior to the Effective Time multiplied by (2) the excess, if any, of the Cash Consideration over the applicable exercise price per Company Share under such Company Cash-Out Option and (B) one (1) CVR for each Company Share subject to such Company Cash-Out Option immediately prior to the Effective Time (without regard to vesting);

•

each Company Option having an exercise price that is equal to or greater than the Cash Consideration (each such option, a “Company Underwater Option”) that is outstanding immediately prior to the Effective Time, to the extent not vested, will become fully vested as of prior to the Effective Time, and the Company shall permit the holders of Company Underwater Options to exercise such Company Underwater Options prior to the Effective Time on a basis that allows the Company Shares acquired pursuant to such exercise to be treated as Scheme Shares (as defined in the Transaction Agreement) at the Effective Time, with any Company Underwater Options that remain outstanding and unexercised as of the Effective Time cancelled for no consideration at the Effective Time, without any action on the part of Purchaser, the Company or any other Person;

•

each restricted stock unit granted under the Company Share Plans or otherwise (each such restricted stock unit, a “Company RSU”) that is outstanding and unvested shall become immediately vested in full, and at the Effective Time, each Company RSU will be canceled, and, in exchange therefor, the holder of such canceled Company RSU will be entitled to receive (without interest), in consideration of the cancellation of such Company RSU, (A) an amount in cash (less applicable Tax withholdings pursuant to the Transaction

Agreement) equal to the product of (1) the total number of shares subject to such Company RSU immediately prior to the Effective Time, multiplied by (2) the Cash Consideration and (B) one (1) CVR for each Company Share subject to such Company RSU immediately prior to the Effective Time (without regard to vesting).

Conditions to Completion of the Acquisition

The Acquisition is subject to customary closing conditions, including, among other things: (a) the approval of the Scheme of Arrangement by a majority in number representing not less than three-fourths (75%) in value of the members or class of members (as the case may be) present and voting (either in person or by proxy) at the Scheme Meeting (as defined in the Transaction Agreement) (including any separate class meeting which may be required by the High Court of Justice of England and Wales (the “Court”)) and the passing of the Company Shareholder Resolution (as defined in the Transaction Agreement) by members representing not less than three-fourths (75%) of the total voting rights of eligible members present and voting (either in person or by proxy) at the Company GM (as defined in the Transaction Agreement), (b) the sanctioning of the Scheme of Arrangement by the Court, (c) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (d) the absence of any order, decree or ruling that remains in effect and enjoins, prevents, prohibits, or makes illegal the consummation of the Contemplated Transactions, (e) that each party’s respective representations and warranties, subject to certain customary materiality standards set forth in the Transaction Agreement, shall be true and correct as of the Effective Time, (f) the performance or compliance in all material respects with the other party’s obligations under the Transaction Agreement, and (g) no Company Material Adverse Effect (as defined in the Transaction Agreement) having occurred that is continuing at the Effective Time.

Representations and Warranties; Covenants

The Transaction Agreement includes customary representations, warranties and covenants of the Company, Parent and Purchaser. The Company has agreed, among other things, to use commercially reasonable efforts to operate its business in the ordinary course until the earlier of the Effective Time or the date the Transaction Agreement is terminated, and not to engage in specified types of transactions during such period. The Company has also agreed to customary non-solicitation restrictions, including not to initiate, solicit, knowingly encourage or knowingly facilitate discussions with third parties regarding other proposals for alternative business combination transactions involving the Company or change the recommendation of the Company Board to the Company’s shareholders regarding the Scheme of Arrangement, in each case, except as otherwise permitted by the Transaction Agreement, including to enter into an alternative transaction that constitutes a Superior Proposal (as defined in the Transaction Agreement) in compliance with the Company Board’s fiduciary duties under applicable law and subject to payment of a termination fee. Parent, Purchaser and the Company have agreed to use reasonable best efforts to take actions that may be required in order to obtain antitrust approval of the proposed transaction, subject to certain limitations.

Termination and Termination Fee

The Transaction Agreement also includes customary termination provisions for both the Company and Parent, including, among others, the right of both parties to terminate for failure to consummate the transactions contemplated by the Transaction Agreement and the Scheme of Arrangement (together, the “Contemplated Transactions”) on or before September 30, 2026, which date shall be extended to March 31, 2027 if the closing condition regarding the expiration of the waiting period (and any extension thereof) under the HSR Act remains unsatisfied. If the Transaction Agreement is terminated under certain circumstances specified in the Transaction Agreement, the Company will be required to pay Parent a termination fee of approximately $63 million (including under specified circumstances in connection with the Company’s entry into an agreement with respect to a Superior Proposal or the Company Board’s change of recommendation in favor of the Acquisition). The parties to the Transaction Agreement are also entitled to specifically enforce the terms and provisions of the Transaction Agreement.

The Company Board has resolved (i) that the Transaction Agreement, the Scheme of Arrangement, the CVR Agreement (as defined below) and the Voting and Support Agreements (as defined below) and the other transactions contemplated thereby are in the best interests of the Company and would promote the success of the Company for the benefit of the Company’s shareholders as a whole; (ii) that the execution, delivery and performance by the Company of its covenants and obligations contained in the Transaction Agreement and the Scheme of Arrangement and the

consummation of the Contemplated Transactions, be and are approved; and (iii) to recommend to the Company’s shareholders the approval of the Scheme of Arrangement at the scheme meeting and the passing of the Company Shareholder Resolution at the Company GM.

The foregoing description of the Transaction Agreement has been included to provide investors and stockholders with information regarding the terms of such agreements. The assertions embodied in the representations and warranties contained in the Transaction Agreement are qualified by information in confidential disclosure schedules delivered by the Company to Purchaser in connection with the signing of the Transaction Agreement. Moreover, certain representations and warranties in the Transaction Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties to the Transaction Agreement. Accordingly, the representations and warranties in the Transaction Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of the Company at the time they were made and investors should consider the information in the Transaction Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Voting and Support Agreements

On March 31, 2026, in connection with the execution and delivery of the Transaction Agreement, entities affiliated with Medicxi Ventures, entities affiliated with Index Ventures and affiliates of General Atlantic (collectively, the “Supporting Shareholders”), solely in their respective capacities as shareholders of the Company, each entered into a voting and support agreement (collectively, the “Voting Agreements”) with Parent and the Company, pursuant to which each Supporting Shareholder agreed, among other things, (i) to vote (or cause to vote) in favor of the Scheme of Arrangement and the Company Shareholder Resolution, (ii) to vote against other proposals to acquire the Company and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its Company Shares. The Supporting Shareholders collectively beneficially own approximately 20% of the outstanding Company Shares as of March 27, 2026.

The Voting Agreements have been included to provide information regarding their terms. They are not intended to modify or supplement any factual disclosures about the applicable Supporting Shareholder or the Company in any public reports filed with the SEC by the Company.

The foregoing description of the Voting Agreements is qualified in all respects by reference to the full copy of the form of Voting Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Contingent Value Rights Agreement

At or prior to the Effective Time, Purchaser, Parent, and the Rights Agent (as defined therein) will enter into a Contingent Value Rights Agreement (the “CVR Agreement”), substantially in the form attached as Annex I to the Transaction Agreement. Pursuant to the Transaction Agreement, each holder of Company Shares (including Company Shares represented by the ADSs) and each holder of a Company Covered Award (as defined in the CVR Agreement) will be entitled to receive one CVR for each Company Share or Company Covered Award, as applicable, which represents the right to receive contingent cash payments, without interest and less any applicable tax withholding upon the achievement of the applicable milestone as described below:

•

$2.00 per CVR in cash upon the occurrence of receipt of the first regulatory approval of a New Drug Application (“NDA”) in the United States for ORX750 or ORX142, as each such exists as the date of the Transaction Agreement, together with any modifications or improvements to such applicable product candidate (each, a “CVR Product”) for the treatment of any indication, by 11:59 p.m. ET on December 31, 2029 (the “Indication Milestone”);

•

$5.00 per CVR in cash upon the occurrence of receipt of the first regulatory approval of an NDA in the United States for a CVR Product for the treatment of idiopathic hypersomnia, prior to the fifth anniversary of the closing of the Acquisition (the “IH Milestone”); and

•

$2.00 per CVR in cash upon the occurrence of receipt of the first regulatory approval of an NDA in the United States for a CVR Product for the treatment of narcolepsy type 2, prior to the fifth anniversary of the closing of the Acquisition (the “NT2 Milestone”).

•

If both the IH Milestone and NT2 Milestone are achieved prior to the expiration of the Indication Milestone, all three milestones will become due and payable in accordance with the CVR Agreement.

The CVR will be subject to the terms and conditions set forth in the CVR Agreement. Each CVR represents a contractual right only. The CVRs will not be transferable, except in the limited circumstances specified in the CVR Agreement, will not be evidenced by certificate or other instrument and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Purchaser or the Company.

Any potential payout of the CVR is subject to various risks and uncertainties related to the development of ORX750 or ORX142 and U.S. Food and Drug Administration clearances as more fully described in the Company’s periodic reports filed with the SEC.

There can be no assurance that the milestones set forth in the CVR Agreement will be achieved prior to their expiration or termination of the CVR Agreement, or that payment will be required of Parent with respect to the milestones under the CVR Agreement.

The foregoing description of the CVR Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the form of the CVR Agreement, a copy of which is attached as Annex I to the Transaction Agreement filed as Exhibit 2.1 herewith and is incorporated into this Item 1.01 by reference.

Item 7.01

Regulation FD Disclosure.

On March 31, 2026, the Company and Parent issued a joint press release announcing the execution of the Transaction Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit

Number

Description

2.1*

Transaction Agreement, dated as of March 31, 2026, by and among Parent, Purchaser and Company.

10.1

Form of Voting Agreement, by and among Parent, Company and the Supporting Shareholder signatory thereto.

99.1

Joint Press Release of Parent and Company, dated March 31, 2026.

104

Cover Page Interactive Date File (embedded within the Inline XBRL document)

Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

UK Takeover Code Does Not Apply

Centessa Pharmaceuticals plc is not a company subject to regulation under the United Kingdom City Code on Takeovers and Mergers (the “UK Takeover Code”), therefore no dealing disclosures are required to be made under Rule 8 of the UK Takeover Code by shareholders of the Company or Parent.

Additional Information and Where to Find It

In connection with the proposed Acquisition, the Company intends to file with the SEC a preliminary and definitive proxy statement on Schedule 14A (the “Proxy Statement”), the definitive version of which (if and when available) will be mailed to the Company’s shareholders. The Company may also file other documents with the SEC regarding the Acquisition. This Current Report is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT OF THE COMPANY, IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K. COMPANIES ACT 2006) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any vote in respect of the resolutions to be proposed at the Company’s shareholder meeting to approve the acquisition, the scheme or related matters, or other responses in relation to the acquisition, should be made only on the basis of the information contained in the definitive proxy statement (including the scheme document). Shareholders may obtain a free copy of the Proxy Statement and other relevant documents containing important information about Parent, the Company and the Acquisition (if and when they become available) once such documents are filed with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at investors.centessa.com or by contacting the Company’s Investors Relations Department at investors@centessa.com.

Participants in the Solicitation

The Company, Parent and certain of their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the Acquisition. the Company’s shareholders may obtain information regarding the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 24, 2025 and the Company’s definitive proxy statement for its 2025 Annual General Meeting, which was filed with the SEC on May 6, 2025, as well as any statements of beneficial ownership filed with the SEC after such proxy statement. Information regarding Parent’s directors and executive officers is contained in Parent’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 12, 2026 and Parent’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2026, as well as any statements of beneficial ownership filed with the SEC after such proxy statement. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the Acquisition. You may obtain free copies of these documents (if and when they become available) using the sources indicated above.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the Acquisition. Such forward-looking statements include, but are not limited to, statements regarding: the Acquisition; the parties’ ability to satisfy the conditions to the consummation of the Acquisition, including in connection with obtaining shareholder, High Court and regulatory approvals, and the expected timetable for the Acquisition; and the anticipated occurrence, manner and timing of the closing of the Acquisition. All statements other than statements of historical facts are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any

forward-looking statements are based on current beliefs and expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements.

These risks and uncertainties include, but are not limited to: the possibility that the Company’s shareholders may not approve the implementation of the Acquisition; the Scheme of Arrangement implementing the Acquisition is not sanctioned by the High Court of Justice of England and Wales; the Company’s receipt of any competing offers or acquisition proposals; a failure to (or delay in) receiving the required regulatory clearances for the Acquisition; a condition to closing of the Acquisition may not be satisfied (or waived); the ability of each party to consummate the Acquisition; the closing of the Acquisition might be delayed or not occur at all; the diversion of management time and attention from ongoing business operations and opportunities; the response of competitors to the Acquisition; the effect of the Acquisition and the public announcement of the Acquisition on the Company’s operations and its relationships with its suppliers, business partners, management and employees, including its ability to attract and retain key personnel; the outcome of any legal proceedings that could be instituted against the parties to the Acquisition; the risks inherent in drug research, development and commercialization; disruption in the Company’s plans and operations attributable to the Acquisition; changes in the Company’s business during the period between announcement and closing of the Acquisition; the effects of the Acquisition (or the announcement thereof) on the Company’s share price; the risks related to non-achievement of any milestone and that holders of the CVRs will not receive any payments in respect of the CVRs; relationships with key third parties or governmental entities; regulatory changes and developments; and the impact of global macroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures, and similar restrictions. For further discussion of these and other risks and uncertainties, see the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025, as well as discussions of potential risks, uncertainties and other important factors, in the Company’s most recent filings with the SEC and in other filings that the Company makes with the SEC in the future. There can be no assurance that the Acquisition will be consummated in the anticipated timeframe or at all, that any event, change or other circumstance that could give rise to the termination of the definitive agreement for the Acquisition will not occur or that any product candidates will be approved on anticipated timelines or at all. All forward-looking statements in this Current Report are based on information available to the Company as of the date of this Current Report. The Company expressly disclaims any obligation to publicly update or revise the forward-looking statements, except as required by law.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026

CENTESSA PHARMACEUTICALS PLC

By:

/s/ Mario Alberto Accardi

Name:

Mario Alberto Accardi

Title:

Chief Executive Officer

EX-2.1

Filename: d145970dex21.htm · Sequence: 2

EX-2.1

Exhibit 2.1

Execution Version

TRANSACTION AGREEMENT

among

ELI LILLY AND COMPANY,

LDH XV

CORPORATION

and

CENTESSA

PHARMACEUTICALS PLC

Dated as of March 31, 2026

TABLE OF CONTENTS

Page

ARTICLE I THE CONTEMPLATED TRANSACTIONS

Section 1.1.

The Contemplated Transactions

Section 1.2.

Closing

Section 1.3.

Delivery of Court Order

ARTICLE II TRANSFER OF SCHEME SHARES

Section 2.1.

Transfer of Scheme Shares

Section 2.2.

Treatment of Company Equity Awards

Section 2.3.

Section 16 Matters

Section 2.4.

Withholding

Section 2.5.

Company and Parent Actions Prior to and at the Closing

ARTICLE III IMPLEMENTATION OF THE SCHEME

Section 3.1.

Responsibilities of the Company in Respect of the Scheme of Arrangement and Company Shareholder

Meetings

Section 3.2.

Responsibilities of Purchaser and Parent in Respect of the Scheme of Arrangement

Section 3.3.

Mutual Provisions in Relation to the Scheme of Arrangement and the Company Shareholder

Meetings

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1.

Organization and Corporate Power; Subsidiaries

Section 4.2.

Authorization; Valid and Binding Agreement

Section 4.3.

Capitalization

Section 4.4.

No Breach

Section 4.5.

Consents

Section 4.6.

Reports; Financial Statements and UK Company Filings; Disclosure Controls and Procedures

Section 4.7.

No Undisclosed Liabilities

Section 4.8.

Absence of Certain Developments

Section 4.9.

Proxy Statement and Scheme Document Annex

Section 4.10.

Compliance with Laws; Permits

Section 4.11.

Title to Tangible Properties

Section 4.12.

Tax Matters

Section 4.13.

Contracts and Commitments

Section 4.14.

Intellectual Property

Section 4.15.

Litigation

Section 4.16.

Insurance

Section 4.17.

Employee Benefit Plans

Section 4.18.

Environmental Compliance and Conditions

Section 4.19.

Employment and Labor Matters

Section 4.20.

Regulatory and Compliance Matters

Section 4.21.

Brokerage

Section 4.22.

No Rights Agreement; Anti-Takeover Provisions

Section 4.23.

Opinions

Section 4.24.

Affiliate Transactions

Section 4.25.

No Other Representations and Warranties

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Section 5.1.

Organization and Corporate Power

Section 5.2.

Authorization; Valid and Binding Agreement

Section 5.3.

No Breach

Section 5.4.

Proxy Statement and Scheme Document Annex

Section 5.5.

Consents

Section 5.6.

Litigation

Section 5.7.

Brokerage

Section 5.8.

Operations of Purchaser

Section 5.9.

Ownership of Company Shares

Section 5.10.

Vote/Approval Required

Section 5.11.

Funds

Section 5.12.

Investigation by Parent and Purchaser; Disclaimer of Reliance

Section 5.13.

Other Agreements

Section 5.14.

Investment Intention

Section 5.15.

No Other Representations and Warranties

ARTICLE VI COVENANTS

Section 6.1.

Covenants of the Company

Section 6.2.

Access to Information; Confidentiality

Section 6.3.

Acquisition Proposals

Section 6.4.

Employment and Employee Benefits Matters

Section 6.5.

Directors’ and Officers’ Indemnification and Insurance

Section 6.6.

Further Action; Efforts

Section 6.7.

Public Announcements

Section 6.8.

Conduct of Parent and Purchaser

Section 6.9.

No Control of the Company’s Business

Section 6.10.

Operations of Purchaser

Section 6.11.

Shareholder Litigation

Section 6.12.

Regulatory Matters

Section 6.13.

Cash Management

Section 6.14.

Stock Exchange De-listing

Section 6.15.

Termination of Certain Agreements

Section 6.16.

CVR Agreement

Section 6.17.

Tax Matters

Section 6.18.

Company Indebtedness

Section 6.19.

Switching

Section 6.20.

Anti-Takeover Laws

ARTICLE VII CONDITIONS OF THE CONTEMPLATED TRANSACTIONS

Section 7.1.

Conditions to the Obligations of Each Party to Effect the Contemplated Transactions

Section 7.2.

Conditions to the Obligations of Parent and Purchaser to Effect the Contemplated

Transactions

Section 7.3.

Conditions to the Obligations of the Company to Effect the Contemplated Transactions

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER

Section 8.1.

Termination by Mutual Agreement

Section 8.2.

Termination by Either Parent or the Company

Section 8.3.

Termination by the Company

Section 8.4.

Termination by Parent

Section 8.5.

Effect of Termination

Section 8.6.

Expenses; Transfer Taxes

Section 8.7.

Amendment and Waiver

ARTICLE IX GENERAL PROVISIONS

Section 9.1.

Non-Survival of Representations, Warranties, Covenants and

Agreements

Section 9.2.

Notices

Section 9.3.

Certain Definitions

Section 9.4.

Terms Defined Elsewhere

Section 9.5.

Severability

Section 9.6.

Assignment

Section 9.7.

Entire Agreement; Third-Party Beneficiaries

Section 9.8.

Governing Law

Section 9.9.

Headings

Section 9.10.

Counterparts

Section 9.11.

Performance Guaranty

Section 9.12.

Jurisdiction; Waiver of Jury Trial

Section 9.13.

Service of Process

Section 9.14.

Remedies

Section 9.15.

Cooperation

Section 9.16.

Specific Performance

Section 9.17.

Interpretation

Annexes

Annex I

Form of Contingent Value Rights Agreement

Annex II

Form of Company Shareholder Resolution

Annex III

Form of Scheme of Arrangement

iii

TRANSACTION AGREEMENT

This TRANSACTION AGREEMENT, dated as of March 31, 2026 (this “Agreement”), is entered into by and among Eli Lilly and

Company, an Indiana corporation (“Parent”), LDH XV Corporation, a Delaware corporation and direct wholly owned Subsidiary of Parent (“Purchaser”), and Centessa Pharmaceuticals plc, a public limited company

registered in England and Wales (the “Company” and, together with Parent and Purchaser, the “Parties”).

WHEREAS, the Parties intend that the entire issued and to be issued share capital of the Company be acquired by Purchaser (or, at

Parent’s election (i) in respect of any or all of the Remnant Shares, its nominee(s) and (ii) in respect of the Depositary Shares, the DR Nominee) by means of the Scheme of Arrangement on the terms and subject to the conditions set

out in this Agreement;

WHEREAS, the board of directors of the Company (the “Company Board”) has resolved (i) that

this Agreement, the Scheme of Arrangement, the Contemplated Transactions, the Voting and Support Agreements and the other transactions contemplated hereby and thereby are in the best interests of the Company and would promote the success of the

Company for the benefit of the Company’s Shareholders as a whole, (ii) that the execution, delivery and performance by the Company of its covenants and obligations contained in this Agreement and the Scheme of Arrangement and the

consummation of the Contemplated Transactions, be and are approved and (iii) to recommend to the Company Shareholders the approval of the Scheme of Arrangement at the Scheme Meeting and the passing of the Company Shareholder Resolution at the

Company GM;

WHEREAS, the boards of directors of Parent and Purchaser have, on the terms and subject to the conditions set forth herein,

adopted this Agreement and approved the Contemplated Transactions;

WHEREAS, concurrently with the execution and delivery of this

Agreement, and as a condition and inducement to Parent’s and Purchaser’s willingness to enter into this Agreement, certain of the Company’s Shareholders have entered into irrevocable undertakings to vote (or, where applicable,

cause to vote) in favor of all resolutions relating to the approval of the Scheme of Arrangement at the Scheme Meeting and the Company Shareholder Resolution at the Company GM (collectively, the “Voting and Support Agreements”);

and

WHEREAS, subject to the terms and conditions of this Agreement, at or prior to the Effective Time, Parent, Purchaser and an agent

selected by Parent and reasonably acceptable to the Company (the “Rights Agent”) shall enter into a Contingent Value Rights Agreement in substantially the form attached hereto as Annex I (the “CVR

Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements

herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:

ARTICLE I

THE CONTEMPLATED TRANSACTIONS

Section 1.1. The Contemplated Transactions. At the Effective Time, upon the terms and subject to the conditions set forth

in this Agreement, Purchaser (or, at Parent’s election (a) in respect of any or all of the Remnant Shares, its nominee(s) and (b) in respect of the Depositary Shares, the DR Nominee) shall acquire the Scheme Shares pursuant to the

Scheme of Arrangement. The Scheme Shares will be acquired fully paid, with full title guarantee, free and clear of all Liens (other than transfer restrictions arising under applicable securities Laws) and together with all rights at the Effective

Time or thereafter attached or relating thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) and any other return of capital (whether by way of reduction of share capital or share

premium account or otherwise) thereon.

Section 1.2. Closing. Subject to the provisions of this Agreement, the closing of the

Contemplated Transactions (the “Closing”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), as promptly as practicable (and in any event within two (2) Business Days) after

the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or (to the extent

permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree (the date on which the Closing actually occurs, the “Closing Date”).

Section 1.3. Delivery of Court Order. On the Closing Date, in connection with the Closing, the Company shall (a) deliver, or

cause to be delivered, the Court Order to the Registrar of Companies in England and Wales and the Scheme of Arrangement shall become effective upon such delivery in accordance with its terms (the date and time of such delivery being the time that

the Scheme of Arrangement shall become effective, herein referred to as the “Effective Time”) and (b) deliver a copy of the Court Order to Parent together with appropriate evidence of the Effective Time as soon as practicable

following the making of the Court Order.

ARTICLE II

TRANSFER OF SCHEME SHARES

Section 2.1. Transfer of Scheme Shares.

(a) At the Effective Time, the Scheme Shares (including, for the avoidance of doubt, the Depositary Shares) shall be transferred from the

Scheme Shareholders to Purchaser (or, at Parent’s election (i) in respect of any or all of the Remnant Shares, its nominee(s) and (ii) in respect of the Depositary Shares, the DR Nominee) in accordance with the provisions of this

Agreement and the Scheme of Arrangement (and without any action by the Scheme Shareholders), and the Scheme Shareholders shall cease to have any rights with respect to the Scheme Shares, except their rights, in accordance with the terms of the

Scheme of Arrangement, to receive, in

exchange for each Scheme Share so transferred, $38.00 in cash, without interest (the “Cash Consideration”), plus one (1) contingent value right per Scheme Share,

which shall represent the right to receive the Milestone Payments (as such term is used in the CVR Agreement), if any, at the times and subject to the terms and conditions provided for in the CVR Agreement, in cash, without interest (each, a

“CVR” and, collectively, the “CVRs”) (the Cash Consideration plus one (1) CVR, collectively, or any higher amount per Scheme Share paid pursuant to the terms of the Scheme of Arrangement, the

“Transaction Consideration”), in each case, subject to the terms and conditions set forth in this Agreement, the CVR Agreement and the Scheme of Arrangement, and less any applicable Tax withholding. For the avoidance of

doubt, the Parties acknowledge that, although the holders of Company ADSs are not Scheme Shareholders by virtue of their holdings of Company ADSs, the Depositary Shares are Scheme Shares to be transferred pursuant to the Scheme of Arrangement and

accordingly, immediately following the Effective Time and as an indirect consequence of the Scheme of Arrangement, the holders of Company ADSs shall cease to have any rights with respect to the Company ADSs, except for the right to receive in

respect of each Company ADS (in the case of certificated Company ADSs, upon surrendering each Company ADS to the Depositary, the Custodian or their respective nominees, as applicable) an amount of cash equal to the Cash Consideration (the

“ADS Cash Consideration”), and one (1) CVR (the “ADS CVR” and, together with the ADS Cash Consideration, the “ADS Transaction Consideration”), in each case, subject to the terms and

conditions set forth in this Agreement, the CVR Agreement, the Scheme of Arrangement and the Deposit Agreement and less any applicable Tax withholding. As soon as reasonably practicable after the Effective Time, and subject to the payment of

all Transfer Taxes in respect of any relevant instruments of transfer (to the extent required), the register of members of the Company will be updated in accordance with this Agreement and the Scheme of Arrangement to reflect the transfer of the

Scheme Shares as contemplated hereby and thereby.

(b) Prior to the Closing, Parent shall appoint a commercial bank or trust company

reasonably acceptable to the Company (the “Paying Agent”) and enter into a paying agent agreement with the Paying Agent on terms reasonably acceptable to the Company. At or substantially concurrently with the Effective Time,

Purchaser or Parent shall procure the deposit with the Paying Agent, for the benefit of the Scheme Shareholders, of cash in an amount sufficient to pay the aggregate amount of the Cash Consideration. All cash deposited with the Paying Agent pursuant

to the preceding sentence shall hereinafter be referred to as the “Payment Fund”. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement; provided that such fund may be invested by

the Paying Agent as directed by Purchaser or Parent; provided, further, that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank

repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at

the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity that is reasonably expected to prevent or delay payments to be made pursuant to this Agreement. Such fund shall not be used for

any purpose other than to pay the aggregate amount of Cash Consideration. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Cash Consideration, Purchaser or Parent shall promptly replace or

restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level

sufficient to make such payments. No interest shall be paid or shall accrue for the benefit of Scheme Shareholders on the Cash Consideration. Notwithstanding anything to the contrary in this

Section 2.1(b), all obligations of Purchaser with respect to the Cash Consideration required to be provided by Purchaser or Parent to the Paying Agent in respect of the Depositary Shares shall be satisfied to the extent

Purchaser or Parent provides the Cash Consideration directly to the Depositary, the Custodian or their respective nominees under the Deposit Agreement, as applicable, pursuant to the procedures contemplated by

Section 2.1(c). Parent shall not be required to deposit any funds related to any CVR with the Rights Agent, unless and until such deposit is required pursuant to the terms of the CVR Agreement.

(c) Prior to the Closing, the Company and Parent shall establish procedures with the Depositary that are reasonably acceptable to the Company

and Parent such that (i) the Depositary, the Custodian or their respective nominees shall promptly deliver the ADS Cash Consideration to each holder of a Company ADS (less applicable Tax withholding) (in the case of certificated Company ADSs,

that has duly surrendered such Company ADSs to the Depositary, the Custodian or their respective nominees, as applicable), (ii) any funds unclaimed by holders of Company ADSs shall be treated, as closely as reasonably possible and to the extent

permitted by applicable Law, in the same manner as provided under Section 2.1(d), and (iii) if reasonably practicable and to the extent permitted by applicable Law, the aggregate Cash Consideration in respect of the

Depositary Shares will be delivered directly by Purchaser or Parent to the Depositary, the Custodian or their respective nominees rather than through the Paying Agent. If reasonably deemed necessary by the Parties in furtherance of the establishment

of such procedures, the Company shall enter into one (1) or more amendments to the Deposit Agreement that are reasonably acceptable to the Depositary, the Company and Parent, and the Parties shall deliver any certificates and opinions of

counsel reasonably requested by the Depositary in connection therewith. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent, unless and until such deposit is required pursuant to the

CVR Agreement. Parent will bear all fees, charges and expenses that the Company ADS holders are required to bear under the Deposit Agreement in connection with the Contemplated Transactions, the cancellation of the Company ADSs

and the receipt of the ADS Transaction Consideration. No interest will be paid or accrued on any amount payable in respect of the Company ADSs.

(d) Any portion of the Payment Fund which has not been transferred to the holders of Scheme Shares within twelve (12) months of the

Closing Date shall be delivered to Purchaser or its designee(s) promptly upon demand by Purchaser and held by Purchaser in accordance with the terms of the Scheme of Arrangement (it being understood that no such delivery shall affect any legal right

that a Scheme Shareholder may have to receive the Cash Consideration), and thereafter such Scheme Shareholders shall be entitled to look only to Purchaser for, and Purchaser shall remain liable for, payment of their claims for the Cash Consideration

pursuant to the provisions of this Article II and the Scheme of Arrangement.

(e) To the fullest extent permitted by applicable

Law, none of Parent, Purchaser, any DR Nominee, the Company, the Paying Agent, the Depositary (or the Custodian or their respective nominees) or any other Person acting as agent for, or otherwise at the direction of, any of the foregoing Persons,

including any of their respective Affiliates, directors, officers or employees, will be liable to the Company, the Scheme Shareholders or any other Person in respect of the Cash Consideration (or the ADS Cash Consideration) from the Payment Fund,

any CVR or

any other cash or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar applicable Laws. Any amounts remaining unclaimed by such Scheme

Shareholders at such time at which such amounts would otherwise escheat to or become property of any Governmental Body shall become, to the extent permitted by applicable Laws, the property of Purchaser or its designee, free and clear of all claims

or interest of any Person previously entitled thereto.

(f) If, between the date of this Agreement and the Effective Time, the outstanding

Company Shares shall have been changed to, or exchanged for, a different number or class of shares or securities by reason of any stock dividend, bonus issue, scrip dividend, subdivision, reorganization, merger, consolidation, reclassification,

redesignation, recapitalization, share split, reverse share split, combination or exchange of shares, or a stock or scrip dividend shall be declared with a record date within such period or any similar event shall have occurred (or if the number of

Company Shares represented by each Company ADS shall have been changed pursuant to the Deposit Agreement), then the amount of the Transaction Consideration (or the ADS Transaction Consideration) shall be appropriately adjusted to provide to

Purchaser and the Scheme Shareholders (or the Company ADS holders) the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 2.1(f) shall be

construed to permit the Company to take any action with respect to its securities that is prohibited by Section 6.1 or the other terms of this Agreement.

Section 2.2. Treatment of Company Equity Awards.

(a) The Company Board or, if appropriate, the committee administering a Company equity incentive plan, inducement award program or other

similar plan, program or arrangement under which equity incentive awards are outstanding, including the Centessa Pharmaceuticals plc Amended and Restated 2021 Share Option and Incentive Plan and any inducement awards, each, as may be amended and

restated from time to time (each, a “Company Equity Plan” and, collectively, the “Company Equity Plans”), but excluding the Centessa Pharmaceuticals plc 2021 Employee Share Purchase Plan (the “Company

ESPP”), has adopted, or, as soon as practicable following the date of this Agreement (and, in any event, prior to the Effective Time), shall adopt, resolutions providing that, and has taken or shall take other necessary action providing

that:

(i) at the Effective Time, each option to purchase Company Shares granted under the Company Equity Plans or otherwise (excluding,

for the avoidance of doubt, the Company ESPP) (each, a “Company Stock Option”) having an exercise price less than the Closing Amount (each such option, a “Company Cash-Out Stock

Option”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled, and, in exchange therefor, the holder of such canceled Company Cash-Out Stock Option

will be entitled to receive (without interest), in consideration of the cancellation of such Company Cash-Out Stock Option, (A) an amount in cash (less applicable Tax withholdings pursuant to

Section 2.4) equal to the product of (1) the total number of Company Shares subject to such Company Cash-Out Stock Option immediately prior to the Effective Time

multiplied by (2) the excess, if any, of the Closing Amount over the applicable exercise price per Company Share under such Company Cash-Out Stock Option and (B) one (1) CVR for each Company

Share subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to vesting);

(ii) each Company Stock Option having an exercise price that is equal to or greater than

the Closing Amount (each such option, a “Company Underwater Option”) that is outstanding immediately prior to the Effective Time, to the extent not vested, will become fully vested as of prior to the Effective Time, and the

Company shall permit the holders of Company Underwater Options to exercise such Company Underwater Options prior to the Effective Time on a basis that allows the Company Shares acquired pursuant to such exercise to be treated as Scheme Shares at the

Effective Time for purposes of Section 2.1, with any Company Underwater Options that remain outstanding and unexercised as of the Effective Time cancelled for no consideration at the Effective Time, without any action on

the part of Purchaser, the Company or any other Person;

(iii) at the Effective Time, each restricted stock unit granted under the

Company Equity Plans or otherwise (each such restricted stock unit, a “Company RSU”) that is outstanding and unvested shall become immediately vested in full, and at the Effective Time, each Company RSU will be canceled, and, in

exchange therefor, the holder of such canceled Company RSU will be entitled to receive (without interest), in consideration of the cancellation of such Company RSU, (A) an amount in cash (less applicable Tax withholdings pursuant to

Section 2.4) equal to the product of (1) the total number of Company Shares subject to such Company RSU immediately prior to the Effective Time, multiplied by (2) the Closing Amount and (B) one (1) CVR

for each Company Share subject to such Company RSU immediately prior to the Effective Time (without regard to vesting); and

(iv) each

Company Equity Plan shall be terminated effective as of the Effective Time.

(b) Subject to Section 2.4, Parent

shall cause the Company (or the relevant Subsidiary, as applicable) to make all payments to former holders of Company Equity Awards required under Section 2.2(a) as promptly as practicable after the Effective Time or a

Milestone Payment Date in accordance with the CVR Agreement, as applicable, and, (i) with respect to the Closing Amount, no later than the next regularly scheduled payroll date for U.S. employees that is at least five (5) Business Days

following the Effective Time and (ii) with respect to cash payable upon satisfaction of the applicable Milestone (as defined in the CVR Agreement) pursuant to the CVR Agreement, in accordance with Section 2.4(b)

of the CVR Agreement.

practicable after the date hereof shall pass such resolutions and shall take all actions with respect to the Company ESPP that are necessary to provide that: (i) no new ESPP Offering Period shall be authorized or commenced following the date

hereof unless and until this Agreement is terminated; (ii) no further rights are granted under the Company ESPP after the Effective Time; and (iii) the Company ESPP shall terminate as of or prior to the Effective Time.

Section 2.3. Section 16 Matters. Prior to the Effective Time, the Company Board shall take all necessary and appropriate action to

approve, for purposes of Section 16(b) of the Exchange Act and the related rules and regulations thereunder, the disposition by Company directors and officers of Company Shares (or Company ADSs) and Company Equity

Awards in the Contemplated Transactions.

Section 2.4. Withholding. The Parties, the Paying Agent, the Depositary and any

other withholding agent are entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement, the Scheme of Arrangement or the CVR Agreement (including the Transaction Consideration) such amounts as are

required to be deducted and withheld therefrom under the United States Internal Revenue Code of 1986, as amended (the “Code”), or the Treasury Regulations thereunder (the “Treasury Regulations”), or any other

applicable Law relating to Tax. Any compensatory amounts payable pursuant to or as contemplated by this Agreement, including pursuant to Section 2.2, will be remitted to the applicable payor for payment to the applicable

Person through regular payroll procedures, as applicable. To the extent that any amounts are so deducted and withheld and paid over to the appropriate Tax Authority (as applicable), such amounts will be treated for all purposes under this Agreement

as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 2.5. Company and Parent Actions

Prior to and at the Closing.

(a) On or prior to the Closing, the Company shall procure that a meeting of the Company Board is held at

which resolutions are passed, conditional upon the delivery of the Court Order to the Registrar of Companies in England and Wales (and effective as of the Effective Time), approving the resignation of such directors of the Company (and, if required

by Parent, the Company secretary) as Parent shall determine from (i) the Company Board (or as Company secretary) and (ii) the boards of directors of any of the Company’s Subsidiaries on which any such director also sits;

provided that Parent provides written notice to the Company identifying the Persons who are to resign not less than ten (10) Business Days prior to Closing.

(b) On the Closing Date, the Company shall deliver to Parent a letter of resignation (in customary form) from each director or Company

secretary who is to resign in accordance with Section 2.5(a) (provided that the delivery thereof shall not be a condition to the Closing).

(c) Further Assurances. Subject to the terms and conditions of this Agreement and the Scheme of Arrangement, at any time before or

after the Effective Time, Purchaser, Parent and the Company shall each execute any further instruments, deeds, documents, conveyances, assignments or assurances and do all other things reasonably necessary or desirable to consummate the Contemplated

Transactions and to carry out the intent and purposes of this Agreement.

ARTICLE III

IMPLEMENTATION OF THE SCHEME

Section 3.1. Responsibilities of the Company in Respect of the Scheme of Arrangement and Company Shareholder Meetings.

(a) The Company shall:

(i) as

promptly as practicable following the date hereof (with the Company using its reasonable best efforts to do so within twenty (20) Business Days after the date hereof, except to the extent the Company is unable to do so due to Purchaser’s

or Parent’s failure to comply with its obligations under Section 3.2), prepare and file with the SEC a proxy statement

in preliminary form relating to the Company Shareholder Meetings, which shall, among other customary items, contain and set out the terms and conditions of the Scheme of Arrangement, the

explanatory statement required by section 897 of the Companies Act and the notices convening the Scheme Meeting and the Company GM (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement” and

such matters within the Proxy Statement that relate to the Scheme of Arrangement, the “Scheme Document Annex”);

(ii)

as promptly as reasonably practicable following the date hereof (and in any event prior to the Court hearing at which an order will be sought in relation to the convening of the Scheme Meeting, except to the extent the Company is unable to do so due

to Purchaser’s or Parent’s failure to comply with its obligations under Section 3.2), prepare a draft of any other documentation which is to be filed, published or mailed in connection with the Scheme Document

Annex (including the forms of proxy for use by the Company Shareholders at the Company GM and by the Scheme Shareholders at the Scheme Meeting (the “Forms of Proxy”)) (the “Ancillary Scheme Documentation”);

(iii) if it determines that it is required pursuant to applicable Law to file any document other than the Proxy Statement with the SEC in

connection with the Contemplated Transactions (such document, an “Other Required SEC Filing”), promptly prepare and file such Other Required SEC Filing;

(iv) use its reasonable best efforts to (A) cause the Proxy Statement (including the Scheme Document Annex), the Ancillary Scheme

Documentation and any Other Required SEC Filing (and, in each case, any amendment or supplement thereto) (together, the “Transaction Documentation”) to comply in all material respects with applicable Law (including the Companies

Act and any applicable rules and regulations of the SEC and Nasdaq), (B) have the Proxy Statement (including the Scheme Document Annex) clear any SEC review and (C) file with the SEC and cause the Proxy Statement (including the Scheme Document

Annex) in definitive form and Forms of Proxy (together with any other Ancillary Scheme Documentation to be mailed) to be mailed to the Company Shareholders as promptly as reasonably practicable after the later of the SEC Proxy Clearance and approval

by the Court for convening of the Scheme Meeting;

(v) prior to filing, publishing or mailing any Transaction Documentation or responding

to any requests or comments from or by the SEC or (to the extent practicable) the Court with respect to any Transaction Documentation, consult with Parent as to the form and content of such Transaction Documentation, and, for such purpose, shall

afford Parent reasonably sufficient time to consider the Transaction Documentation and shall take into account all comments reasonably proposed by Parent or Purchaser, except that no such consultation or consideration shall be required with respect

to any disclosure regarding a Change of Board Recommendation made in accordance with Section 6.3;

(vi) inform

Parent promptly after it receives any oral or written comment from or request by the SEC, Nasdaq or the Court for amendment of any of the Transaction Documentation or Court Documentation or comments thereon and responses thereto or requests by the

SEC, Nasdaq or the Court for additional information, and promptly provide Parent with copies of any written communication from the SEC, Nasdaq or the Court or any state securities commission and use reasonable best efforts to respond as promptly as

reasonably practicable to any comments, responses or requests by the SEC, Nasdaq or the Court with respect to the Transaction Documentation and Court Documentation;

(vii) provide Parent with drafts of any documents, witness statements, affidavits or

evidence to be submitted to the Court in relation to the Scheme of Arrangement (the “Court Documentation”);

(viii)

afford Parent reasonably sufficient time to consider all Court Documentation and take into consideration all comments reasonably proposed by Parent, except that no such consultation or consideration shall be required with respect to any disclosure

regarding a Change of Board Recommendation made in accordance with Section 6.3;

(ix) for the purpose of

implementing the Scheme of Arrangement, instruct Andrew Thornton KC, a King’s Counsel from Erskine Chambers;

(x) as promptly as

reasonably practicable, provide Purchaser and its Representatives with a summary of any advice given by such counsel that is material to the Scheme of Arrangement (including its terms, class analysis, structure and implementation) and, subject to

prior agreement from counsel, provide Purchaser’s Representatives with reasonable access to counsel and attendance at any key discussions or conferences with counsel as may be considered appropriate by counsel and the Company;

(xi) as promptly as reasonably practicable, notify Parent of any matter of which it becomes aware that would reasonably be expected to

prevent, materially delay or materially impair the filing, publication or mailing of any Transaction Documentation or Court Documentation;

(xii) as promptly as reasonably practicable, make all necessary applications to the Court in connection with the implementation of the Scheme

of Arrangement (including applying to the Court seeking an order in relation to the convening of the Scheme Meeting and settling with the Court the Scheme Document, the Forms of Proxy (and, to the extent applicable, any other Transaction

Documentation) and taking such other steps as may be required or desirable in connection with such application, in each case as promptly as reasonably practicable) and use its reasonable best efforts so as to ensure that such matters are dealt with

as promptly as reasonably practicable in order to facilitate the dispatch of the relevant Transaction Documentation to Company Shareholders as soon as reasonably practicable following the date hereof;

(xiii) procure the publication of any advertisements required by applicable Law and dispatch of the relevant Transaction Documentation to

Company Shareholders on the register of members of the Company on the record date and time established by the Company (in accordance with applicable Law and, in respect of the Scheme Meeting, with the consent of the Court) as promptly as reasonably

practicable after the direction of the Court to dispatch such documents has been obtained, and thereafter shall file, publish or mail such other documents and information as the Court may approve or direct from time to time in connection with the

implementation of the Scheme of Arrangement in accordance with applicable Law (and the Company shall consult with Parent as with respect thereto and shall afford Parent reasonably

sufficient time to consider such documents and information and shall take into consideration in good faith all comments reasonably proposed by Parent, except that no such consultation or

consideration shall be required with respect to any disclosure regarding a Change of Board Recommendation made in accordance with Section 6.3) as promptly as reasonably practicable after the approval or direction of the

Court to file, publish or mail such documents and information has been given;

(xiv) unless the Company Board has effected a Change of

Board Recommendation in accordance with Section 6.3, procure that the Proxy Statement (and the Scheme Document Annex) includes the Company Board Recommendation;

(xv) include in the Proxy Statement (as part of the Scheme Document Annex) a notice convening the Company GM to be held immediately following

the Scheme Meeting to consider and, if thought fit, approve the Company Shareholder Resolution;

(xvi) establish a record date and time

for and convene and hold the Scheme Meeting and the Company GM as soon as reasonably practicable following the date of this Agreement such that, subject only to Section 2.2, the Scheme Meeting and Company GM are convened

for the date that is as soon after the date of the dispatch of the relevant Transaction Documentation as is reasonably practicable and permissible under applicable Law and the Company Organizational Documents (and, in any event, no later than the

date falling fifty (50) calendar days after the dispatch of the Proxy Statement (including the Scheme Document Annex)), in each case, subject to Section 3.1(a)(xxi), and ensure that the Scheme Meeting and the Company

GM are convened, held and conducted in compliance with this Agreement, the Company Organizational Documents and applicable Law (including, where relevant, the directions of the Court);

(xvii) within five (5) Business Days after the date of this Agreement (and thereafter, upon the reasonable request of Parent), conduct

“broker searches” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the Scheme Meeting and the Company GM to be held by such applicable date in

Section 3.1(a)(xvi);

(xviii) permit a reasonable number of Representatives of Purchaser and Parent to attend

and observe the Scheme Meeting and the Company GM and, unless the Court otherwise directs, to attend and observe each hearing of the Court;

(xix) keep Parent informed on a reasonably regular basis, during the period between the dispatch of the Transaction Documentation to the

Company Shareholders and the date of the Company Shareholder Meetings, of the number of valid proxy votes received in respect of resolutions to be proposed at the Scheme Meeting and the Company GM (with the number of valid proxy votes for and

against being separately identified in respect of each resolution), and in any event provide such number as soon as reasonably practicable following a request by Parent or its Representatives and, unless the Company Board has effected a Change of

Board Recommendation in accordance with Section 6.3, use reasonable best efforts to solicit and obtain the Company Shareholder Approvals, including by engaging a proxy solicitor if requested by Parent or Purchaser to assist

in obtaining the Company Shareholder Approvals;

(xx) procure that at least five (5) holders of Company ADSs (each, a

“Converted Direct Shareholder”) as promptly as reasonably practicable following the date hereof: (A) exercise their rights under Section 2.7 of the Deposit Agreement, in respect of one (1) Company ADS held by them,

to surrender such Company ADS and to take delivery of one (1) Company Share in exchange therefor; and (B) appoint the same director of the Company as their proxy to vote on their behalf in respect of the Company Shareholder Resolution, and

in any event the Company shall procure that the Converted Direct Shareholders initiate the foregoing process within three (3) Business Days after the date of this Agreement;

(xxi) procure that the director of the Company who is the subject of Section 3.1(a)(xx)(B) above enter into a hard

irrevocable undertaking within ten (10) Business Days of the date of this Agreement to vote in favor of the Company Shareholder Resolution when exercising their votes pursuant to the proxies granted under

Section 3.1(a)(xx)(B), with such undertaking being in a form reasonably satisfactory to Parent;

(xxii) update

the Company’s register of members as promptly as reasonably practicable to reflect that the Converted Direct Shareholders are members of the Company;

(xxiii) inform Parent as promptly as reasonably practicable upon becoming aware of any changes following the date hereof to the holders of

legal title recorded in the Company’s register of members or any requests received by the Depositary or the Custodian for the delivery of Company Shares upon surrender of Company ADSs pursuant to Section 2.7 of the Deposit Agreement or

otherwise and, to the extent that any of the foregoing changes do not relate to the Converted Direct Shareholders, reasonably cooperate in good faith with Purchaser and Parent to jointly agree on a strategy and plan of action in respect of obtaining

Company Shareholder Approvals and to implement such strategy and plan of action as expeditiously as reasonably practicable (including by procuring that further employees of the Company and the relevant director of the Company take all necessary

steps to convert their one (1) Company ADS each in accordance with Section 3.1(a)(xx)(A) above and appoint the relevant director of the Company as their proxy in accordance with Section 3.1(a)(xx)(B) above);

(xxiv) except as required by applicable Law or the Court, not postpone or adjourn the Scheme Meeting or the Company GM without

Purchaser’s prior written consent; provided, however, that the Company may, without the consent of Parent and only in accordance with the Company Organizational Documents, applicable Law and, if relevant, the consent of

the Court, and shall, at the request of Parent, in respect of sub-clauses (C) and (D) below, adjourn or postpone the Scheme Meeting or the Company GM (A) in the case of

adjournment, if requested by the Company Shareholders (on a poll) to do so; provided that the adjournment resolution was not proposed, procured or instigated by or on behalf of the Company or any of its officers, directors, employees, agents

or other Representatives acting on the Company’s behalf or at the Company’s direction, (B) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement or Scheme Document Annex is provided to

the Company Shareholders with such postponement or adjournment to extend for no longer than the period that the Company Board determines in good faith (after consulting with outside counsel) is advisable to give the Company Shareholders sufficient

time to evaluate any such disclosure or information so provided or disseminated (provided that no such postponement or adjournment under this clause (B)

may be to a date that is after the tenth (10th) Business Day after the date of such disclosure or dissemination other than to the extent

required by applicable Law), (C) if, as of the time for which the Scheme Meeting or the Company GM is scheduled (as set forth in the Scheme Document Annex), there are insufficient Company Shares or Scheme Shares (as applicable) represented (either

in person or by proxy) to constitute a quorum necessary to conduct the business of the Scheme Meeting or the Company GM, but only until a meeting can be held at which there are a sufficient number of Company Shares or Scheme Shares (as applicable)

represented to constitute a quorum, or (D) to solicit additional proxies for the purpose of obtaining the Company Shareholder Approvals, but only until a meeting can be held at which there are a sufficient number of votes of the Company

Shareholders or Scheme Shareholders (as applicable) to obtain the relevant Company Shareholder Approvals (provided that no such postponement or adjournment pursuant to the foregoing clauses (C) or (D) may,

without the consent of Parent or, in the case of a request by Parent, the Company, be for a period of more than ten (10) Business Days on any single occasion or, on any occasion, to a date after the earlier of (1) twenty (20) Business Days

after the date on which the Scheme Meeting or the Company GM were originally scheduled, as applicable, and (2) fifteen (15) Business Days before the Outside Date); provided, further, that, subject to applicable Law or the Court,

the record date once established for the Scheme Meeting or the Company GM may not be changed without the prior written consent of Parent other than in the case of any automatic extension upon any postponement or adjournment as provided in the Scheme

of Arrangement;

(xxv) not propose any matters to be voted on at the Scheme Meeting or the Company GM other than the matters contemplated

by this Agreement in connection with the Company Shareholder Approvals (and matters of procedure and matters required by or advisable under applicable Law to be voted on by the Company Shareholders in connection therewith);

(xxvi) (A) not variate, amend, modify, withdraw, terminate or rescind, or fail to enforce the Scheme of Arrangement or allow it to lapse

without the prior written consent of Parent unless required by the Court and (B) not make any application to the Court for or agree to an extension of time in connection with the Scheme of Arrangement without the prior consent of Purchaser;

(xxvii) request to book a Court date in respect of the proposed sanction of the Scheme of Arrangement (such date to be discussed and

agreed with the Purchaser in advance) promptly (and in any event within one (1) Business Day) after the Company has sufficient visibility over the likely calendar date on which the last of the conditions (excluding the condition set forth in

Section 7.1(b)) set forth in Article VII will be satisfied or (to the extent permitted by applicable Law) waived and, for the avoidance of doubt, the Company will be deemed to have sufficient visibility for the

purposes of this Section 3.1(a)(xxiv) on the date on which the last of the conditions (excluding the condition set forth in Section 7.1(b)) set forth in Article VII has been actually

satisfied or waived;

(xxviii) following the Company Shareholder Meetings, if the Company Shareholder Approvals have been obtained and

all other conditions set forth in Article VII are satisfied or (to the extent permitted by applicable Law) waived (other than (A) those conditions that by their nature are to be satisfied at the Closing (but subject to those conditions

being able to be satisfied or having been waived by Parent or Purchaser, to the extent waivable by Parent or

Purchaser (other than conditions that by their nature are to be satisfied on the Closing Date, each of which is then capable of being satisfied)) and (B) the condition set forth in

Section 7.1(b)), use reasonable best efforts to take all necessary steps on the part of the Company, including to prepare and issue, serve and lodge all such court documents as are required, to seek the sanction of the

Court to the Scheme of Arrangement as promptly as practicable thereafter; provided that the Company shall be permitted to make honest and complete disclosure to the Court at the hearing to sanction the Scheme of Arrangement as required

by applicable Law;

(xxix) give such undertakings as are required by the Court in connection with the Scheme of Arrangement;

(xxx) promptly provide Parent with a copy of the resolution passed at the Scheme Meeting, the Company Shareholder Resolution passed at the

Company GM and of each order of the Court (including the Court Order) once obtained, and use reasonable best efforts to deliver the Court Order to the Registrar of Companies in England and Wales on, or as promptly as practicable (and in any event

within two (2) Business Days) after, the date that the condition set forth in Section 7.1(b) is satisfied;

(xxxi) to the extent not covered by the foregoing clauses (i) through (xxx) of this

Section 3.1, use reasonable best efforts to cooperate in good faith, and procure that its Subsidiaries and its and their respective Representatives cooperate in good faith, with Parent and Purchaser and their respective

Representatives in preparing the Transaction Documentation and Court Documentation, convening and holding the Company Shareholder Meetings and obtaining the sanction of the Court of the Scheme of Arrangement (including making such confirmations to

the Court and otherwise engaging with the Court, and instructing its counsel to engage with the Court, in such manner as to obtain such sanction from the Court); provided that the Company shall be permitted to (A) make honest and

complete disclosure to the Court at the hearing to sanction the Scheme of Arrangement as required by applicable Law or (B) make a Change of Board Recommendation in accordance with Section 6.3; and

(xxxii) notwithstanding anything to the contrary in this Agreement, the obligations of the Company under this

Section 3.1 shall continue in full force and effect following the Change of Board Recommendation unless this Agreement is validly terminated in accordance with Article VIII or as expressly provided in clauses

(i) through (xxxi).

Section 3.2. Responsibilities of Purchaser and Parent in Respect of the

Scheme of Arrangement. Each of Purchaser and Parent shall:

(a) instruct counsel to appear on its behalf at the Court hearing to

sanction the Scheme of Arrangement, and undertake to the Court to be bound by the terms of the Scheme of Arrangement insofar as it relates to Purchaser or Parent (as applicable), it being understood, for the avoidance of doubt, that this shall not

oblige Purchaser or Parent to waive any of the conditions to Closing or treat them as satisfied;

(b) subject to the terms of this Agreement, afford such cooperation and assistance, and

procure that Parent and Purchaser affords such cooperation and assistance, as may reasonably be requested by the Company in respect of the preparation and verification of any document required for the implementation of the Scheme of Arrangement or

any other matter covered by Section 3.1, including the prompt and timely provision to the Company of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors, officers

or employees as the Company may reasonably request for the purposes of preparing the Transaction Documentation and the Court Documentation;

(c) review and provide comments (if any) in a reasonably timely manner on all Transaction Documentation and Court Documentation submitted to

it;

(d) as promptly as reasonably practicable, notify the Company of any matter in respect of Purchaser or Parent of which it becomes

aware which would reasonably be expected to prevent, materially delay or materially impair the filing or publication of any Transaction Documentation or Court Documentation;

(e) following the Company Shareholder Meetings, if the Company Shareholder Approvals have been obtained and all other conditions set forth in

Article VII are satisfied or (to the extent permitted by applicable Law) waived (other than (A) those conditions that by their nature are to be satisfied at the Closing (but subject to those conditions being able to be satisfied or

having been waived by Parent or Purchaser, to the extent waivable by Parent or Purchaser (other than conditions that by their nature are to be satisfied on the Closing Date, each of which is then capable of being satisfied)) and (B) the

condition set forth in Section 7.1(b)), give written notice to the Company of such satisfaction or waiver by 9.00 a.m. (London Time) on the date that is two (2) Business Days prior to the date of the hearing of the

Court to sanction the Scheme of Arrangement; and

(f) to the extent not covered by the foregoing clauses (a) through

(e) of this Section 3.2, use reasonable best efforts to cooperate in good faith, and procure that its Subsidiaries and its and their respective Representatives cooperate in good faith, with the Company and its

Representatives in preparing the Transaction Documentation and Court Documentation and convening and holding the Company Shareholder Meetings as expeditiously as reasonably practicable.

Section 3.3. Mutual Provisions in Relation to the Scheme of Arrangement and the Company Shareholder Meetings. If, at any time

prior to the receipt of the Company Shareholder Approvals, any of the Company, Purchaser or Parent discovers that any of the Transaction Documentation contains any misstatement of a material fact or omits to state any material fact necessary to make

the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and, as promptly as reasonably practicable thereafter, the Company

shall file with the SEC (if such discovery is made prior to the receipt of the Company Shareholder Approvals) and the Court, as applicable, any necessary amendment of, or supplement to, the Transaction Documentation, and convene any necessary Court

hearings, and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as otherwise disclosed in (a) Company SEC Documents publicly available at least two (2) Business Days prior to the date of

this Agreement (excluding any disclosures in “risk factors” or otherwise relating to “forward-looking statements” to the extent that they are cautionary, predictive or forward-looking in nature) (provided that nothing

disclosed in the Company SEC Documents shall be deemed a qualification of, or modification to, the representations and warranties set forth in the first sentence of Section 4.1(a) (Organization and Corporate Power),

Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.3(a) or (e) (Capitalization), Section 4.8(a) (Absence of Certain

Developments) and Section 4.22 (No Rights Agreement; Anti-Takeover Provisions)) or (b) the confidential disclosure letter delivered by the Company to Parent and Purchaser prior to the execution and delivery

of this Agreement (which shall be arranged and in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV, and the disclosure in any section shall be deemed to qualify or apply to other

sections in this Article IV to the extent that it is reasonably apparent on its face that such disclosure also qualifies or applies to such other sections) (the “Company Disclosure Letter”), the Company represents and

warrants to Parent and Purchaser as follows:

Section 4.1. Organization and Corporate Power; Subsidiaries.

(a) The Company is duly incorporated and validly existing under the Laws of England and Wales. The Company has all requisite corporate power

and authority to own, lease and operate its properties and to carry on its business as it is now being conducted in all material respects. The Company is duly qualified or authorized to do business and is in good standing in every jurisdiction (to

the extent such concept exists in such jurisdiction) in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified, authorized or in good standing would not have a

Company Material Adverse Effect.

(b) Each Subsidiary of the Company is duly organized, validly existing and in good standing under the

Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted in

all material respects. The Subsidiaries of the Company are duly qualified or authorized to do business and are in good standing in every jurisdiction (to the extent such concept exists in such jurisdiction) in which its ownership of property or the

conduct of business as now conducted requires it to qualify, except where the failure to be so qualified, authorized or in good standing would not have a Company Material Adverse Effect.

the equivalent governing documents of each of its Subsidiaries, as in effect as of the date of this Agreement, have been heretofore made available to Parent and Purchaser. The Company is not in material violation of any of the provisions of the

Company Organizational Documents. Except as would not have a Company Material Adverse Effect, the Company’s Subsidiaries are not in violation of any provisions of their respective organizational documents.

Section 4.2. Authorization; Valid and Binding Agreement.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Voting and Support Agreements,

to perform its obligations hereunder and thereunder and, subject to obtaining the Company Shareholder Approvals and the Court Order, to consummate the Scheme of Arrangement and the Contemplated Transactions.

(b) The Company Board, at a meeting duly called and at which a quorum was present, duly resolved (i) that this Agreement, the Scheme of

Arrangement, the Contemplated Transactions, the Voting and Support Agreements and the other transactions contemplated hereby and thereby are in the best interests of the Company and would promote the success of the Company for the benefit of the

Company’s Shareholders as a whole, (ii) that the execution, delivery and performance by the Company of its covenants and obligations contained in this Agreement and the Scheme of Arrangement and the consummation of the Contemplated

Transactions upon the terms and subject to the conditions set forth herein and therein, be and are approved, and (iii) to recommend to the Company Shareholders the approval of the Scheme of Arrangement at the Scheme Meeting and the passing of

the Company Shareholder Resolution at the Company GM (the matters described in clauses (i) through (iii), the “Company Board Recommendation”), which resolutions have not, as of the date of

this Agreement, been rescinded, modified or withdrawn. Except for obtaining the Company Shareholder Approvals and the filing of the Court Order with the Registrar of Companies of England and Wales, no additional corporate proceedings or actions on

the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the implementation of the Scheme of Arrangement, the performance by the Company of its covenants and obligations hereunder and thereunder

or the consummation of the Contemplated Transactions. The Company has duly executed and delivered this Agreement and the Voting and Support Agreements and, assuming the due authorization, execution and delivery by Purchaser and Parent and such other

Persons party to the Voting and Support Agreements, this Agreement and the Voting and Support Agreements constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by

bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

(c) The Company Shareholder Approvals are the only votes of the Company’s Shareholders or the holders of any Company Securities

necessary in connection with this Agreement and the Scheme of Arrangement and the consummation by the Company of the Contemplated Transactions.

Section 4.3. Capitalization.

(a) The authorized capital stock of the Company consists of 184,469,623 Company Shares, £0.002 nominal value per share. As of the close

of business on March 27, 2026 (the “Measurement Date”), (i) 154,662,092 Company Shares were in issue (of which (A) none were issued subject to any vesting restrictions, (B) none were held in treasury, (C) 22,839

Company Shares were held by a registered holder other than the Depositary and (D) 154,639,253 Company Shares (represented by 154,639,253 Company ADSs) were deposited with the Depositary pursuant to the Deposit Agreement), (ii) Company Stock Options

to purchase 15,577,302 Company Shares (represented by 15,577,302 Company ADSs) were outstanding, (iii) 1,157,321 Company Shares (represented by 1,157,321 Company ADSs) were subject to issuance pursuant to outstanding Company RSUs, (iv) 17,001,289

Company Shares (represented by

17,001,289 Company ADSs) were reserved for future issuance pursuant to the Company Equity Plan and (v) 2,708,515 Company Shares (represented by 2,708,515 Company ADSs) were reserved for future

issuance pursuant to the Company ESPP. From the Measurement Date to the execution of this Agreement, the Company has not issued any Company Shares, Company ADSs or other Company Securities, other than (x) Company ADSs under the Deposit

Agreement in exchange for the deposit with the Depositary of Company Shares in issue as of the Measurement Date as set forth in the preceding sentence, (y) Company Shares included in the amount specified in clause

(i)(D) of the preceding sentence and delivered after the Measurement Date upon the surrender and cancellation of Company ADSs pursuant to the Deposit Agreement or (z) Company ADSs issued (with corresponding Company

Shares deposited under the Deposit Agreement) pursuant to the exercise of Company Stock Options or settlement of Company RSUs outstanding as of the Measurement Date as set forth in the preceding sentence. Each Company ADS represents a beneficial

ownership interest in one (1) Company Share, subject to the terms and conditions of the Deposit Agreement.

(b) Section 4.3(b)

of the Company Disclosure Letter sets forth a true and complete list as of the close of business on the Measurement Date of (i) the outstanding Company Equity Awards, including, to the extent applicable, (A) the number of vested and

unvested Company Shares (and corresponding Company ADSs) subject thereto, (B) the names of holders thereof, (C) the exercise price (on a per-Company Share basis) (if any), (D) the date of grant,

(E) the expiration date (if applicable), (F) the vesting schedules and current vesting status (including whether presently exercisable, if applicable), and (G) whether such Company Stock Option is presently exercisable and (ii) in the

case of each Company Stock Option, whether such Company Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

(c) All Company Equity Awards (i) have been granted and administered in accordance with the terms of the Company Equity Plans and award

agreement governing the terms of such award and (ii) are not subject to Section 409A of the Code. Each Company Stock Option that is intended to be an “incentive stock option” within the meaning of Section 422 of the Code

complies with all applicable requirements of Section 422 of the Code. Each Company Stock Option has an exercise price that is no less than the fair market value of the underlying Company Shares on the date of grant, as determined in accordance

with Section 409A of the Code, and all Company Equity Awards are exempt from Section 409A of the Code. At all times, the Company ESPP has qualified as an “employee stock purchase plan” under Section 423 of the Code, and

all options to purchase Company Shares under the Company ESPP (now outstanding or previously exercised or forfeited) have satisfied the requirements of Section 423 of the Code.

(d) Except as disclosed in Section 4.3(d) of the Company Disclosure Letter, the Subsidiaries of the Company

are wholly owned by the Company, free and clear of any Liens (other than Permitted Liens), and their outstanding capital stock is set forth on Section 4.3(d) of the Company Disclosure Letter. The Company does not

own, directly or indirectly, any capital stock or restricted stock of, or other equity interest or voting security in, or any interest convertible into or exchangeable or exercisable for any capital stock or restricted stock of, or other equity

interest or voting security in, any Person other than the Subsidiaries of the Company and Investment Securities.

(e) Except for (x) the Company Shares, the Company ADSs and the Company Equity Awards

described in this Section 4.3, (y) pursuant to the Deposit Agreement and (z) as disclosed in Section 4.3 of the Company Disclosure Letter, none of the Company or any of its Subsidiaries has

any outstanding (i) shares of capital stock, restricted stock or other equity interests or voting securities, including Company ADSs, (ii) securities convertible, exchangeable or exercisable, directly or indirectly, into or for capital

stock, restricted stock or other equity interests or voting securities of the Company or its Subsidiaries (as applicable), (iii) options, warrants, purchase rights, subscription rights, preemptive rights, anti-dilutive rights, conversion rights,

exchange rights, exercise rights, calls, puts, rights of first refusal or other Contracts that require the Company or its Subsidiaries (as applicable) to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem

capital stock, restricted stock or other equity interests or voting securities of the Company or its Subsidiaries (as applicable) (other than pursuant to the cashless exercise of Company Stock Options or the withholding of Tax with respect to

Company Equity Awards), or securities convertible, exchangeable or exercisable, directly or indirectly, into or for capital stock, restricted stock or other equity interests or voting securities of the Company or its Subsidiaries (as applicable),

(iv) obligation to grant, extend or enter into any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, exercise rights, calls, puts, rights of first refusal or other Contracts that require

the Company or its Subsidiaries (as applicable) to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock, restricted stock or other equity interests or voting securities of the Company or its

Subsidiaries (as applicable), including Company ADSs, or securities convertible, exchangeable or exercisable, directly or indirectly, into or for capital stock, restricted stock or other equity interests or voting securities of the Company or its

Subsidiaries (as applicable), (v) stock appreciation, phantom stock, restricted stock units, profit participation or similar rights with respect to the Company or its Subsidiaries (as applicable), (vi) options to purchase Company Shares or Company

ADSs under the Company ESPP, (vii) bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries (as applicable) having the right to vote on any matters on which the Company’s or its Subsidiaries’ (as applicable)

shareholders may vote, or (viii) obligations by the Company or its Subsidiaries to make any payments based on the price or value of any of the foregoing securities or interests covered in clauses (i) through

(vii) above (the items in clauses (i) through (viii), collectively, including the Company Shares, Company ADSs and equity interests of the Company’s Subsidiaries, the “Company

Securities”).

(f) No Subsidiary of the Company owns any Company Securities (other than interests in other Subsidiaries of the

Company). None of the Company or any of its Subsidiaries is party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding with respect to any Company Securities or any

other agreement with respect to the disposition or voting of, or dividends with respect to, any Company Securities, other than the Deposit Agreement, the Registration Rights Agreement and the Voting and Support Agreements. The Company is in

compliance in all material respects with the Deposit Agreement. The Company has made available to Parent a true and complete copy of the Deposit Agreement. All outstanding Company Shares (including, for the avoidance of doubt, corresponding Company

ADSs) are, and all Company Shares (including, for the avoidance of doubt, corresponding Company ADSs) to be purchased pursuant to the Company ESPP and all Company Shares (including, for the avoidance of doubt, corresponding Company ADSs) issued upon

exercise of Company Stock Options or settlement of Company RSUs will be, when issued,

duly authorized and validly issued, and are, or will be, as applicable, fully paid, non-assessable and free of preemptive rights, rights of first refusal,

subscription rights or similar rights of any Person. None of the Company or any of its Subsidiaries has any Contract pursuant to which it is obligated to make any equity investment (in the form of a capital contribution or otherwise) in any

Person (other than the Company with respect to its wholly owned direct or indirect Subsidiaries and other than the Subsidiaries with respect to other wholly owned direct or indirect Subsidiaries of the Company).

(g) Except as disclosed in Section 4.3(g) of the Company Disclosure Letter, since November 24, 2025, (i) the

Company has not delivered an issuance notice to the Sales Agent; (ii) there are no pending or active issuance notices pursuant to the Sales Agreement; and (iii) no documentation relating to, or notice of, this Agreement is required to be

provided to the Sales Agent.

Section 4.4. No Breach. The execution, delivery and performance of this Agreement by the Company

and the consummation of the Contemplated Transactions do not (a) conflict with or violate the Company Organizational Documents or the Deposit Agreement, (b) assuming all consents, approvals, authorizations and other actions described in

Section 4.5 have been obtained, and all filings and obligations described in Section 4.5 have been made, conflict with or violate any Law, order, judgment or decree to which the Company or any of

its properties or assets is subject, except any conflicts or violations which would not have a Company Material Adverse Effect, or (c) conflict with or result in any breach of, constitute a default under (with or without notice or lapse of

time), result in a violation of, give rise to a right of termination, cancellation or acceleration or result in the creation of a Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or its Subsidiaries under, any

Company Material Contract, except any conflicts, breaches, defaults, violations, terminations, cancellations or accelerations that would not have a Company Material Adverse Effect.

Section 4.5. Consents. Except for (a) the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended (the “HSR Act”), (b) the applicable requirements of the Exchange Act, (c) any filings required by Nasdaq, (d) the filing of applications, consents, approvals, authorizations and notices, as required by

the FDA, the DEA, and any other federal, state, local or foreign Governmental Body that is concerned with or regulates the research, development, marketing, sale, use, handling and control, safety, efficacy, reliability or manufacturing of drug or

biological products, controlled substances, listed chemicals, or medical devices or is concerned with or regulates public healthcare programs, (e) the sanction of the Scheme of Arrangement by the Court and (f) any filings with the relevant

authorities of states or other jurisdictions in which the Company or its Subsidiaries is qualified to do business, in each case, none of the Company or any of its Subsidiaries is required to submit any notice, report or other filing with any

Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation of the Contemplated Transactions and, other than as stated above, no consent, approval or authorization of any Governmental Body

or any other party or Person is required to be obtained by the Company or any of its Subsidiaries in connection with its execution, delivery and performance of this Agreement or the consummation of the Contemplated Transactions, except for those

filings, consents, approvals and authorizations the failure of which to obtain would not have a Company Material Adverse Effect.

Section 4.6. Reports; Financial Statements and UK Company Filings; Disclosure

Controls and Procedures.

(a) The Company has timely filed and furnished all reports, schedules, forms, statements and other documents

(including exhibits thereto and all other information incorporated by reference therein) required to be filed or furnished by the Company with the SEC since January 1, 2024 (such reports, schedules, forms, statements and other documents, the

“Company SEC Documents”). As of their respective filing dates (or, if amended, supplemented or superseded by a filing, then on the date of such amendment, supplement or superseding filing) (and, in the case of registration

statements on the dates of effectiveness): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act

or Sarbanes-Oxley, as applicable to such Company SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, as in effect on the date of effectiveness (in the case registration statements)

and as of their respective SEC filing dates or, if amended, supplemented or superseded, the date of the filing of such amendment, supplement or superseding filing with respect to the portions that are amended, supplemented or superseded (in the case

of all other Company SEC Documents) so filed, and (ii) none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in

order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the

Company SEC Documents and none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review. The Subsidiaries of the Company are not required to file or furnish any forms, reports, schedules, statements or