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Shareholder Information

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.

The Company's Ordinary Shares are listed on AIM, a market of the London Stock Exchange. The Company's American Depositary Receipts (ADSs) are listed on the Nasdaq Global Market. One ADS represents 8 Ordinary Shares.

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 0.7%.

A number of European and US healthcare specialist investment firms have invested in the Company. At 13 September 2019, the interests in excess of 3% of the Company’s issued share capital are as set out in the table.

Shareholder% Shareholding
Novo11.8%
Vivo Funds11.3%
OrbiMed9.5%
New Enterprise Associates9.3%
Abingworth6.9%
Ven Bio6.7%
Andera Partners5.5%
Polar Capital5.0%
Tekla4.9%
Aisling3.4%
Arthurian3.2%

AIM Rule 26

The information set out on these pages is collated in accordance with AIM Rule 26 and was last updated on 13 September 2019.

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

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 0.7%. 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”. One ADS represents 8 Ordinary Shares.

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 Constitutional Documents can be found here:

The Company's Admission Documents and Circulars 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.

ResolutionVotes For% ForVotes Against% AgainstVotes Witheld
1. Adoption of Accounts82,304,29598.051,635,1401.951.95
2. Approval of Remuneration Report75,858,40190.388,075,4349.625,600
3. Re-election of Ken Cunningham82,337,59197.781,866,4602.2213,920
4. Re-election of Andrew Sinclair76,972,97592.516,232,8607.4913,600
5. Re-election of Martin Edwards82,287,80798.051,638,028 1.9513,600
6. Appointment of auditor83,871,86799.9359,5680.078,000
7. Remuneration of auditor 83,874,73199.9359,8880.070
8. Authority to allot shares75,867,42190.408,053,3189.6018,696
9. Disapplication of pre-emption rights75,867,05690.408,053,4839.6018,896

A “Withheld” vote is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution

FAQs

On which stock exchanges are Verona’s shares traded and what are the ticker symbols?

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

What is the CUSIP and ISIN number for Verona Pharma’s shares?

For Verona Pharma’s American Depository Shares (ADSs) listed on The NASDAQ Global Market, the CUSIP number is 925050106 and ISIN number is US9250501064. For the ordinary shares traded on AIM, a market of the London Stock Exchange, the ISIN number is GB00BYW2KH80.

How can I purchase shares?

Shares can be purchased through a stockbroker of your choice.

Who is Verona Pharma's transfer agent and how do I contact them?

The transfer agent for the American Depository Shares (ADSs) listed on The NASDAQ Global Market, is Citigroup. You can contact them as follows: Citigroup Depositary Services 388 Greenwich Street New York, New York 10013 The transfer agent for the ordinary shares traded on AIM, a market of the London Stock Exchange, is Computershare. You can contact them as follows: Computershare Investor Services plc PO Box 82, The Pavilions Bridgewater Road Bristol BS99 7NH UK

How can I replace my lost stock certificates?

Please contact our transfer agent, the details of which are provided above. There is a fee for replacing lost certificates.

How do I report a change of mailing address?

You must send both your old and new addresses to our transfer agent, the details of which are provided above. Each stockholder in question must sign the request for an address change.

Where can I find out more about Verona Pharma's R&D programs?

You can view information on our platform and programs by visiting the Product Pipeline section of our website.

How can I participate in Verona Pharma's clinical studies?

You should contact your physician to discuss if you are eligible to join.

Where can I get the latest corporate news releases and financial reports?

You can view our recent press releases by visiting the Media section of our website.

How can I obtain further information or materials on Verona Pharma?

More information can be found on the Verona Pharma website and the SEC website.

Whom should I contact regarding investor inquiries?

For investor relations inquiries please contact Stephanie Marks at Argot Partners at +1 212-600-1902 or verona@argotpartners.com in the US, or Mary Clark at Optimum at +44 (0)203 950 9144 or verona@optimumcomms.com in Europe.

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