PureTech Health : Notice of Meeting for 2023 AGM

PureTech Health plc

Notice of Annual General Meeting and Explanatory

Circular to Shareholders

Tuesday 13 June 2023 at 11 a.m. Eastern Time (4 p.m. British Summer Time)

At

6 Tide Street

Boston

Massachusetts 02210

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in PureTech Health plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This document should be read as a whole. The Notice of the Annual General Meeting (the "Notice") is set out on pages 2 to 4 of this document. Shareholders will also find enclosed with this document a form of proxy to use in connection with the Annual General Meeting.

To be valid for use at the Annual General Meeting, the accompanying form of proxy must be completed, signed and returned in accordance with the instructions printed on it, to PureTech Health plc's Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible but in any event not later than 4 p.m. BST (11 a.m. EDT) on Friday 9 June 2023.

Completion and return of a form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting should they choose to do so.

Notice of Annual General Meeting 2023

PureTech Health plc ("the Company")

Notice is hereby given that the 2023 Annual General Meeting (the "AGM") of the Company will be held at 6 Tide Street, Boston, Massachusetts 02210 on Tuesday 13 June 2023 at 11:00 a.m. Eastern Time (4:00 p.m. BST) to consider and, if thought fit, pass the following resolutions, of which resolutions numbered 1 to 13 (inclusive) will be proposed

as ordinary resolutions and the resolutions numbered 14 to 17 (inclusive) will be proposed as special resolutions:

Ordinary Resolutions

1. THAT the Company's audited financial statements, the strategic report and the reports of the directors of the Company (the "Directors") and auditors for the year ended 31 December 2022 (the "Annual Report") now laid before this meeting be and are hereby approved.
2. THAT the Directors' Remuneration Report for the year ended 31 December 2022 (excluding that part of the report containing the Directors' Remuneration Policy), as set out on pages 86 to 102 of the Annual Report, be and is hereby approved.
3. THAT Ms. Sharon Barber-Lui be and is hereby re-elected as a Director.
4. THAT Dr. Raju Kucherlapati be and is hereby re-elected as a Director.
5. THAT Dr. John LaMattina be and is hereby re-elected as a Director.
6. THAT Ms. Kiran Mazumdar-Shaw be and is hereby re-elected as a Director.
7. THAT Dr. Robert Langer be and is hereby re-elected as a Director.
8. THAT Ms. Daphne Zohar be and is hereby re-elected as a Director.
9. THAT Dr. Bharatt Chowrira be and is hereby re-elected as a Director.
10. THAT PricewaterhouseCoopers LLP be and is hereby appointed as the auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are laid before the Company.
11. THAT the Audit Committee of the Company be and is hereby authorised to agree to the remuneration of the auditors.
12. THAT, pursuant to section 551 of the Companies Act 2006, the Board of Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
13. 1. up to an aggregate nominal amount of £927,655.80; and
    2. comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a further aggregate nominal amount of £927,655.80 in connection with an offer by way of a rights issue:
    3. 1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings; and

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1. to holders of other equity securities in the capital of the Company as required by the rights of those securities or, subject to such rights, as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or the requirements of any regulatory body or stock exchange,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 13 September 2024) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board of Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

These authorities are in substitution for all existing authorities under section 551 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

13. THAT the new Performance Share Plan ("New PSP"), the principal terms of which are summarised in the Appendix to this notice of the AGM, and the rules of which are produced to the meeting and initialled by the Chair of the meeting for the purpose of identification, be and is hereby approved and the directors be authorised to:

1. make such modifications to the New PSP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the New PSP and to adopt the New PSP as so modified and to do all such other acts and things as they may consider appropriate to implement the New PSP; and
2. establish further plans based on the New
   PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the New PSP.

Special Resolutions

14. THAT if resolution 12 is passed and pursuant to sections 570 and 573 of the Companies Act 2006, the Board of Directors be given power to allot equity securities (as defined in section 560 of the

Companies Act 2006) for cash under the authority given by that resolution and to sell any ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b. of resolution 12, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
2. 1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1. otherwise than pursuant to paragraph a. above, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to an aggregate nominal amount of £278,296.74, such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 13 September 2024 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

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This power is in substitution of all existing powers under sections 570 and 573 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

15. THAT if resolution 12 is passed, the Board of Directors be given power in addition to any authority granted under resolution 14 to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by resolution 14 and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of

the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities or sale of treasury shares:

1. up to an aggregate nominal amount of £278,296.74; and
2. used only for the purposes of financing (or refinancing, if authority is to be used within
   12 months after the original transaction)
   a transaction which the directors determine to be either an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date
   of this notice,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on

(13 September 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

16. THAT the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section

693(4) of the Companies Act 2006) of its ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") provided that:

1. the maximum number of Ordinary Shares hereby authorised to be purchased
   is 27,829,647;
2. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is the nominal amount of that share; and

1. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:
2. 1. an amount equal to 5 percent above the average of the middle market quotations for an Ordinary Share as derived from the Daily
      Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 13 September 2024 but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

17. THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.

The Directors consider that all resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are more likely to promote the success of the Company for their benefit. The Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

The business of the AGM will be conducted on a poll.

BY ORDER OF THE BOARD

Bharatt Chowrira

Director and Company Secretary

28 April 2023

Registered Office:

8th Floor, 20 Farringdon Street, London EC4A 4AB

Registered Number:

09582467

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Explanation of Annual General Meeting Business

This explanatory note gives further information in relation to the resolutions listed in the enclosed notice of the 2023 Annual General Meeting.

Resolutions 1 to 13 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 to 17 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Receipt of the Company's

Report and Accounts

The Directors must lay the Company's accounts, the Directors' Report, the Strategic Report and the Auditor's Report before the shareholders at the AGM for approval as this is a legal requirement.

Resolution 2: Directors' Remuneration Report

The Directors' Remuneration Report for the year ended 31 December 2022 can be found on pages 86 to 102 of the Annual Report. The Company's auditors, KPMG LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 103 to 111 of the Annual Report. Under section 439 of the Companies Act 2006, the Company must give shareholders notice of an ordinary resolution approving the Directors' Remuneration Report. This vote is an advisory one and does not affect the actual historical remuneration paid to any individual Director.

Resolutions 3 to 9: Directors

Resolutions 3 to 9 deal with the election and re-election of Directors. In accordance with the requirements of the UK Corporate Governance Code, all Directors (save for Mr. Christopher Viehbacher) are offering themselves for re-election. Mr. Christopher Viehbacher will stand down as a Director with effect from the end of the meeting.

The biographies of each of the Directors standing for re-election are on pages 66 to 70 of the Annual Report. The Board believes that each Director standing for reelection brings considerable and wide-ranging skills and experience to the Board as a whole. The Board considers that each Director continues to make an effective and valuable contribution to the deliberations of the Board and demonstrates commitment to the role.

Upon their appointment to the Board in June 2015

(Dr. Kucherlapati and Dr. LaMattina) and in October 2020 (Ms. Mazumdar-Shaw) and in March 2022 (Ms. Barber- Lui), the Board evaluated the independence of the

four above mentioned Directors, in accordance with the UK Corporate Governance Code. At the time of writing, the Board considers that there have been no changes in circumstances or otherwise which might

affect, or could appear to affect, the independent judgment or character of these Directors. In reaching this determination, the Board had regard to (i) their directorships and links with other Directors through their involvement in the Company's subsidiaries; and (ii) their equity interests in the Company and its subsidiaries. Further details of these directorships and interests

are set out on pages 66 to 70 and on page 99 of the Annual Report. The Board is satisfied that the judgment, experience and challenging approach adopted by each of Ms. Barber-Lui, Dr. Kucherlapati, Dr. LaMattina and Ms. Mazumdar-Shaw should ensure that they each make a significant contribution to the work of the Board and its committees. Therefore, the Board has determined that Ms. Barber-Lui, Dr. Kucherlapati, Dr. LaMattina and Ms. Mazumdar-Shaw are of independent character and judgment, notwithstanding the circumstances described at (i) and (ii) above.

Save as disclosed above, none of the independent non-executive Directors seeking election or re-election has any existing or previous relationship, transaction or arrangement with the Company, its Directors, any Explanation of Annual General Meeting Business controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of Listing Rule 13.8.17R (1).

The Nomination Committee will lead the process for appointing new Directors in the future, by evaluating the particular skills, knowledge, independence, experience and diversity, including gender, that would benefit

and balance the Board most appropriately for each appointment. Having established appropriate selection criteria, the Nomination Committee is responsible for identifying and recommending suitable candidates

to the Board for its approval, and may consult with external consultants, advisers and Board members on prospective appointments.

Resolutions 7 to 9 deal with the election of non- independent Directors (being Dr. Langer and the executive Directors, Ms. Zohar and Dr. Chowrira).

Resolutions 10 & 11: Appointment and

Remuneration of Auditors

Under section 489 of the Companies Act 2006, auditors of a public company have to be appointed before

the end of each AGM at which the Company's annual accounts are presented.

KPMG LLP has been our auditors since 2015 and during the year the Audit Committee recommended to the Board that the audit tender process be accelerated with a view to appointing new auditors. The Audit Committee oversaw a formal and comprehensive tender process for the appointment of the external auditor. The tender offer process enabled the Audit Committee to recommend to the Board the appointment of PricewaterhouseCoopers LLP as the preferred new auditor. Based on this

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