Verona Pharma - Investors - Shareholder information Verona Pharma plc

Peter Welford CFA
Jefferies
Jens Lindqvist MD
N+1 Singer
Patrick Trucchio
Berenberg Capital Markets
Tara Raveendran
Shore Capital
Adam Walsh
Stifel
Liana Moussatos PhD
Wedbush PacGrow Life Sciences
Joon Lee
SunTrust Robinson Humphrey
Thomas Shrader PhD, CFA
BTIG

Capital structure

The Company's issued share capital consists of 105,326,638 ordinary shares with a nominal value of 5 pence each ("Ordinary Shares"), each share having equal voting rights. The Company does not hold any Ordinary shares in treasury and therefore the number of Ordinary Shares with voting rights is 105,326,638.

In accordance with AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 67.5%. The percentage of the Company's issued share capital held by the Directors and management is 0.5%.

A number of European and US healtchare specialist investment firms have invested in the Company. At 31 December 2018, the interests in excess of 3% of the Company’s issued share capital are as set out in the table.

Shareholder	% Shareholding
Novo	11.8
Vivo Funds	11.3
OrbiMed	9.5
New Enterprise Associates	9.3
Abingworth	6.9
Venbio Partners	6.7
Andera Partners	5.5
Tekla	4.9
Aisling	3.4
Arthurian	3.2

AIM Rule 26

The information set out on these pages is collated in accordance with AIM Rule 26 and was last updated on 31 December 2018.

Verona Pharma is incorporated in the United Kingdom and has its principal office in central London. The Company's registered number is 5375156 and its registered office is at One Central Square, Cardiff CF10 1FS.

The Company's issued share capital consists of 105,326,638 ordinary shares with a nominal value of 5 pence each ("Ordinary Shares"), each share having equal voting rights.

The Company does not hold any Ordinary shares in treasury and therefore the number of Ordinary Shares with voting rights is 105,326,638.

In accordance with AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 40%. The percentage of the Company's issued share capital held by the Directors and management is 0.6%. There are no restrictions on the transfer of the Company's securities.

The Company's American Depository Shares (ADSs) are listed on The NASDAQ Global Market under the symbol “VRNA”. Verona Pharma's ordinary shares are listed on AIM, a market of the London Stock Exchange, under the symbol “VRP”.

The Company's annual and half-yearly accounts published since Admission can be found here.

The Company will be subject to the provisions of the City Code on Takeovers and Mergers published by the Takeover Panel, including the rules regarding mandatory takeover bids.

The Company's Articles of Association can be found here. The Company’s 2006 Admission document can be found here. The last published Shareholders' Circular for the Company can be found here. The Company's 2018 AGM Notice can be found here.

Further information can be found via the following links:

Shareholder meetings

The Company held its last Annual General Meeting (AGM) of shareholders at 10:00 a.m. on May 7, 2019. The Notice of AGM can be found here.

At the AGM, all of the resolutions were duly approved by shareholders by way of a poll. The results of the poll are detailed below.

Resolution	Votes for	% of Shares Voted	Votes against	% of Shares voted	Votes withheld
1. Adoption of Accounts	82,304,295	98.05	1,635,140	1.95	0
2. Approval of Remuneration Report	75,858,401	90.38	8,075,434	9.62	5,600
3. Re-election of Ken Cunningham	82,337,591	97.78	1,866,460	2.22	13,920
4. Re-election of Andrew Sinclair	76,972,975	92.51	6,232,860	7.49	13,600
5. Re-election of Martin Edwards	82,287,807	98.05	1,638,028	1.95	13,600
6. Appointment of auditor	83,871,867	99.93	59,568	0.07	8,000
7. Remuneration of auditor	83,874,731	99.93	59,888	0.07	0
8. Authority to allot shares	75,867,421	90.40	8,053,318	9.60	18,696
9. Disapplication of pre-emption rights	75,867,056	90.40	8,053,483	9.60	18,896
A “Withheld” vote is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution

Shareholder warning

Unsolicited investment advice

A number of companies have become aware in recent years that their shareholders have received unsolicited phone calls or correspondence, often from overseas firms, concerning investment matters. Typically, these are from overseas based "brokers" who target UK shareholders with a proposed offer for their shares or with an offer to sell them what often turn out to be worthless or high risk shares in US or UK companies. Requests have also been made to shareholders for personal information and shareholding proof in order to proceed. It is not only novice investors that have been duped in this way. Many victims have been investing for years.

So, if you receive any unsolicited investment advice, it is suggested that you:

Make sure that you record the correct name of the person and their organisation;
Check whether the firm is properly authorised by the FCA before you become involved. You can check at www.fca.org.uk/register;
If the organization is not authorised, they may be known to the FCA and appear on their list of unauthorised firms and individuals at www.fca.org.uk/consumers/protect-yourself/unauthorised-firms.
It is recommended that you do NOT deal with any person or firm that appears on this list. If calls persist, you should hang up.

If you deal with an unauthorised firm, you will not eligible to receive payment under the Financial Services Compensation Scheme should you suffer any subsequent loss. Contact details for the FCA can be found on the FCA website at www.fca.org.uk/consumers. More detailed information on share scams can be found on the FCA website at www.fca.org.uk/consumers/scams.

The FCA's consumer helpline number is:
UK: 0800 111 6768 (freephone), 0300 500 8082
From abroad: +44 20 7066 1000

The FCA's consumer helpline email address is: consumer.queries@fca.org.uk

Shareholder information

Analyst coverage

Peter Welford CFA

Jens Lindqvist MD

Patrick Trucchio

Tara Raveendran

Adam Walsh

Liana Moussatos PhD

Joon Lee

Thomas Shrader PhD, CFA