Verona Pharma Plc 2025-2026 Proxy Voting Records

Description as filed by funds: To approve the proposed scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme of Arrangement").

The 62 asset managers below reported 11,980,187 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

Description as filed by funds: To (i) authorize the Company's board of directors to take all action necessary or appropriate for carrying the Scheme of Arrangement into effect and (ii) make certain amendments to the Company's Articles of Association in order to facilitate the Scheme of Arrangement, including provisions to ensure that any ordinary shares that are issued or transferred at or after the Voting Record Time will either be subject to the terms of the Scheme of Arrangement or will be acquired by Vol Holdings LLC (or such other person nominated by Vol Holdings LLC) on the same terms as under the Scheme of Arrangement.

The 45 asset managers below reported 9,964,443 for, 150,998 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: To (i) authorize the Company's board of directors to take all action necessary or appropriate for carrying the Scheme of Arrangement into effect and (ii) make certain amendments to the Company's Articles of Association in order to facilitate the Scheme of Arrangement, including provisions to ensure that any ordinary shares that are issued or transferred at or after the Voting Record Time will either be subject to the terms of the Scheme of Arrangement or will be acquired by Vol Holdings LLC ...(due to space limits, see proxy material for full proposal).

The 19 asset managers below reported 1,864,746 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 1 managers: 108 for.

Institutional-manager reports, all 1 managers: 5,303 for.

Description as filed by funds: To approve, on an advisory, non binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Transaction, as is further described in the Notice of General Meeting.

Verona Pharma Plc’s own tally for this item (“The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”): 450,663,738 for, 104,385,363 against — passed, per its Form 8-K filed September 24, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 6 asset managers below reported 2,523,480 for, 7 against, 20,981 not voted.

Description as filed by funds: To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Transaction, as is further described in the Notice of the General Meeting.

Verona Pharma Plc’s own tally for this item (“The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”): 450,663,738 for, 104,385,363 against — passed, per its Form 8-K filed September 24, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 2 asset managers below reported 75,269 against.

Description as filed by funds: To approve, on an advisory, non- binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Transaction, as disclosed in the table entitled "Potential Payments to Named Executive Officers" beginning on page 70 of the proxy statement, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable.

Verona Pharma Plc’s own tally for this item (“The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”): 450,663,738 for, 104,385,363 against — passed, per its Form 8-K filed September 24, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 51 managers: 8,178,146 for, 2,112,502 against, 150,998 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 170 managers: 38,729,607 for, 8,784,119 against, 333,936 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Non-Binding Advisory Proposal to Approve Certain Compensation Arrangement

Verona Pharma Plc’s own tally for this item (“The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”): 450,663,738 for, 104,385,363 against — passed, per its Form 8-K filed September 24, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 12 managers: 16,734 for, 1,519,616 against.

Institutional-manager reports, all 22 managers: 487,360 for, 3,038,377 against, 4,117 not voted.

The 5 asset managers below reported 3,680,433 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 2 asset managers below reported 7,648 abstained.