Result of AGM

8 September 2017

Syncona Limited
Legal Entity Identifier – 213800X8MBI5VQITLW60

Result of Annual General Meeting

At the Annual General Meeting (“AGM”) of the Company held today all Resolutions as set out in the AGM Notice dated 21 July 2017 (the “Notice”) and sent to shareholders of the Company, were duly passed.

Resolutions 1 to 12 were proposed as ordinary resolutions.  Only shareholders who were “Independent Shareholders” as such term is defined in the Notice were entitled to vote on Resolution 12.  Resolution 13 was proposed as a Special Resolution and Resolution 14 was proposed as an Extraordinary Resolution.

Details of the proxy voting results which should be read alongside the Notice are noted below:

No	Resolution	For	Against	Abstain	Discretion
1	To receive the Annual Report and Financial Statements	412,375,454	1,341,544	641	33,115
2	To re-appoint Deloitte as Auditors	412,491,165	1,032,894	193,580	33,115
3	To authorise the Directors to determine the remuneration of the Auditors	413,716,998	0	641	33,115
4	To re-elect Jeremy Tigue as a Director.	412,042,939	1,674,059	641	33,115
5	To re-elect Thomas Henderson as a Director.	410,513,438	3,203,560	641	33,115
6	To re-elect Nigel Keen as a Director.	412,172,908	1,544,090	641	33,115
7	To re-elect Nicholas Moss as a Director.	413,708,170	8,828	641	33,115
8	To re-elect Ellen Strahlman as a Director.	413,716,998	0	641	33,115
9	To approve the directors' remuneration report.	413,716,998	0	641	33,115
10	To approve the directors' remuneration policy.	413,716,998	0	641	33,115
11	Authority to allot shares.	413,708,170	0	9,469	33,115
12	Waiver of Rule 9 obligation on Wellcome Ventures.	119,833,417	34,561,490	259,322,732	33,115
13	To authorise the company to purchase its own shares.	413,708,170	0	9,469	33,115
14	To disapply pre-emption rights.	413,708,170	0	9,469	33,115

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

Although Resolution 12 (to approve the waiver of the Rule 9 obligation on Wellcome Ventures) was passed with the requisite majority, 22% of the votes were cast against.  In addition, after taking account of the 243,461,685 shares held by Wellcome Ventures (who are not Independent Shareholders and so are not permitted to vote on Resolution 12), shares held by Independent Shareholders equivalent to 10% of the votes cast were withheld from Resolution 12. 

In accordance with the relationship agreement with Wellcome Ventures entered into as part of the transaction approved by shareholders in December 2016, the Company can only use a buyback authority if it either has a Rule 9 waiver in place or purchases are made in a way that does not increase Wellcome Ventures’ interest in the Company.  The Board believes it is in the interests of shareholders that the Company has flexibility in how it uses the buyback authority and that it is not dependent on Wellcome Ventures choosing to sell shares.  In reaching that view, the Board took account of the possibility that Wellcome Ventures’ interest in the Company could increase to a maximum of 43.5%.  In light of today’s results, the Board intends to engage further with shareholders to understand and consider any concerns regarding the Rule 9 waiver.

In accordance with the Listing Rule 9.6.2, a copy of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.synconaltd.com.

[ENDS]

Enquiries

Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel:      [phone]

Copies of this announcement and other corporate information can be found on the company website at:www.synconaltd.com 

About Syncona:

Syncona is a leading FTSE250 healthcare company focused on investing in and building global leaders in life science. Our vision is to deliver transformational treatments to patients in truly innovative areas of healthcare while generating superior returns for shareholders. Our current investment portfolio consists of seven high quality companies in life science and a leading range of fund investments.

We seek to partner with the best, brightest and most ambitious minds in science to build globally competitive businesses. We are established leaders in gene therapy, cell therapy and advanced diagnostics, and focus on delivering dramatic efficacy for patients in areas of high unmet need.

Our market leading funds portfolio seeks to generate superior returns by investing in long only and alternative investment funds. This represents a productively deployed evergreen funding base which enables us to take a long term approach to investing in life sciences as we target the best new opportunities and support our existing portfolio companies to grow and succeed.

Syncona is aligned with two of the premium charitable funders in UK science, the Wellcome Trust, original founder of Syncona, and Cancer Research UK, both of which are significant shareholders in our business.  We make a donation of 0.3% of Net Asset Value to a range of charities each year.