Verona Pharma : Result of General Meeting

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES.

("Verona Pharma" or the "Company")

The Company is pleased to announce that all the Resolutions proposed at the General Meeting held today were duly passed. Accordingly, the Placing will complete upon admission of the New Ordinary Shares to trading on AIM. Application has been made to the London Stock Exchange for the 1,555,796,345 Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares commence at 8.00 a.m. BST on 29 July 2016.

The net proceeds of the Placing are expected to fund the Company's lead drug, RPL554, a dual phosphodiesterase PDE3/PDE4 inhibitor with both bronchodilator and anti-inflammatory properties, through a Phase 2b clinical trial in chronic obstructive pulmonary disease (COPD) patients and additional Phase 2 studies in both COPD and in cystic fibrosis.

Following Admission, the number of Ordinary Shares in issue and the number of voting rights following Admission of the Placing Shares will be 2,565,719,826. The above figure may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

As announced on 17 June 2016, pursuant to the Relationship Agreements entered into in connection with certain investors' participation in the Placing, the Company has agreed, conditional on Admission, to appoint representatives designated by Vivo Capital, OrbiMed and Abingworth, to the Board of Directors. As such, Verona Pharma is pleased to announce the appointments of Mahendra Shah, Rishi Gupta and Andrew Sinclair as respective board representatives of the investors, each as Non-Executive Directors of the Company conditional on Admission. Ken Cunningham, an existing Non-Executive Director, will continue to serve as the appointed Board representative of Arix/Arthurian, which has also entered into a Relationship Agreement with the Company.

Mahendra Shah - Mahendra G. Shah, Ph.D., is a highly successful pharmaceutical entrepreneur and executive who has been at Vivo Capital since March 2010. He is also the founder and executive chairman of Semnur Pharmaceuticals. Dr Shah currently serves as a senior advisor and member of the board to several

academic institutions. He has worked in various scientific and management positions with Schering-Plough and Bristol Myers-Squibb. Dr Shah received his Ph.D. in industrial pharmacy from St. John's University and his Bachelor's and Master's Degree in Pharmacy from L.M. College of Pharmacy in Gujarat, India.

Mahendra Gopaldas Shah (aged 71) holds or has held the following directorships and partnerships in the last five years:

Rishi Gupta - Rishi Gupta, J.D., is a private equity partner at OrbiMed. Previously, he was a healthcare investment banker at Raymond James & Associates and served as Manager of Corporate Development at Veritas Medicine. Mr. Gupta has published scientific articles on the mechanisms of HIV entry into host cells and legal articles on intellectual property laws in the developing world. He received his A.B. degree magna cum laude in Biochemical Sciences from Harvard College and holds a J.D. from the Yale Law School.

Rishi Gupta (aged 39) holds or has held the following directorships and partnerships in the last five years:

Andrew Sinclair - Andrew Sinclair, Ph.D., is a partner and portfolio manager at Abingworth. Dr Sinclair joined Abingworth in 2008 from HSBC Global Markets, where he was senior equity analyst, director, responsible for investment research in the mid-cap pharmaceutical sector. Previously, Andrew held biotechnology analyst positions at Credit Suisse and SG Cowen. He completed a Ph.D. in Chemistry and Genetic Engineering at the BBSRC Institute of Plant Science, Norwich, and holds a BSc in Microbiology from King's College London. Andrew is a member of the Institute of Chartered Accountants of England and Wales.

Andrew Sinclair (aged 44) does not currently hold nor has held any directorships and partnerships in the last five years.

Save for the above, there is no further information required to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules with respect to the appointments.

An application has been made to the London Stock Exchange for a block admission of up to 622,318,538 Ordinary Shares of 0.1 pence each (the "Warrant Shares") to be admitted to AIM in connection with the Company's warrants issued conditional upon and in connection with the Placing. These Warrant Shares will be issued from time to time pursuant to the terms of the Warrant Instrument received by each Placee.

When issued, the Warrant Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company.

This announcement contains inside information.

Defined terms used in this announcement shall have the same meaning as those terms defined and used in the Circular dated 17 June 2016.

Verona Pharma plc is a UK-based clinical stage biopharmaceutical company focused on the development of innovative prescription medicines to treat respiratory diseases with significant unmet medical needs, such as chronic obstructive pulmonary disease (COPD), asthma and cystic fibrosis.

Verona Pharma's lead drug, RPL554, is a first-in-class drug currently in phase II trials as a nebulised maintenance treatment for COPD patients with moderate to severe disease and possibly as a treatment of acute exacerbations of COPD in the hospital setting. The drug is a dual phosphodiesterase (PDE) 3/4 inhibitor and therefore has both bronchodilator and anti-inflammatory effects, which are essential to the improvement of patients with COPD and asthma.

Verona Pharma is also building a broader portfolio of RPL554-containing products to maximise its benefit to patients and its value. This includes the very significant markets for COPD and asthma maintenance therapy. The Company is also exploring the potential of the drug in different diseases, such as cystic fibrosis, where it is in pre-clinical testing and has recently received a Venture and Innovation Award from the Cystic Fibrosis Trust.

Sixty-five million people worldwide suffer from moderate to severe COPD and the World Health Organisation (WHO) expects COPD to be the 3rd leading cause of death globally by 2020. It is the only major chronic disease with increasing mortality. Currently available drugs are aimed at long-term maintenance therapy, with the market dominated by large pharma. Despite the wide availability of these therapies, COPD patients suffer acute periods of worsening symptoms (exacerbations), which cause, in the US alone, some 1.5 million A&E visits, 726,000 hospitalisations and 120,000 deaths per annum.

Bronchodilator therapy is considered to be the standard of care, and agents can be administered via handheld devices such as metered dose inhaler (MDI), dry powder inhaler (DPI) and by nebulisers. The nebulised bronchodilator market was worth about $1 billion in 2014 in the US1. RPL554 is being developed by Verona Pharma as an add-on therapy to the "Standard of Care" with the objectives of providing rapid and pronounced

improvement in lung function, reduced symptoms and both shortened duration of hospital stays and reduced re-admission rates 30 days after discharge from hospital. Studies to date on RPL554 have demonstrated that it has a strongly differentiated 3-way mode of action, being: (1) bronchodilation (the relaxation of smooth muscle in the airway); (2) anti-inflammatory effects on cells and (3) ion channel activation in epithelial cells, with increased mucociliary clearance of the airway.

1 IMS Consulting Group market research 2014