Sinclair Pharma : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the action to be taken, please consult an appropriately authorised independent financial adviser immediately. If you have sold all of your holdings of ordinary shares in Sinclair IS Pharma Plc you should send this document, together with the accompanying proxy form, to the stockbroker, bank or other agent through or to whom the sale was effected for transmission to the purchaser.

Dear Shareholder

SINCLAIR PHARMA PLC

(the 'Company')

(Registered in England and Wales No. 03816616)

Registered Office:

Whitfield Court 30-32 Whitfield Street

London W1T 2RQ

31 March 2017

Enclosed with this letter is notice of an annual general meeting to be convened on Wednesday 26 April 2017 at 10.00am (the 'Annual General Meeting'). Business to be conducted at the Annual General Meeting includes, inter alia, a resolution to approve the Directors' Remuneration Report prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Resolutions 1 to 6 (inclusive) are proposed as ordinary resolutions which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolution 7 is proposed as special resolution, which means that for that resolution to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Annual General Meeting

The business to be conducted at this Annual General Meeting comprises: the receipt of the financial statements; the re- appointment of Chris Spooner as a Director; the re-appointment of PricewaterhouseCoopers LLP as auditors; the authorisation of the Directors to determine the remuneration of the Company's auditors; the approval of the Directors' Remuneration Report; the granting by the shareholders of authority to allot shares; the disapplication of statutory pre-emption rights and the authorisation of market purchases by the Company of its ordinary shares. A brief explanation of certain of these resolutions is set out below.

The Board also seeks to use the Annual General Meeting as an opportunity to meet shareholders and in particular private shareholders, who are encouraged to attend. After the Annual General Meeting, there will be an opportunity to ask questions of the Directors and to discuss development of the business. In particular, there will be an opportunity to ask questions of the chairpersons of the Company's Audit and Remuneration Committees.

Laying of Accounts (Resolution 1)

The Directors are required by the Companies Act 2006 (the '2006 Act') to present to the shareholders of the Company at a general meeting the reports of the Directors and auditors, and the audited accounts of the Company, for the period ended 31 December 2016 (the 'Annual Report and Accounts'). The report of the Directors and the audited accounts have been approved by the Directors, and the report of the auditors has been approved by the auditors, and a copy of each of these

documents may be found in the Annual Report and Accounts, enclosed with this notice or available on the Company's website (www.sinclairpharma.com).

Re-appointment of Directors (Resolution 2)

Under Article 34.1 and Article 34.2 of the articles of association of the Company, one third of the Directors are required to retire from office each year. The Directors are eligible for re-appointment.

Chris Spooner is due to retire by rotation at the Annual General Meeting, and is willing to be re-appointed as a Director.

The Board believes that Mr Spooner continues to bring extensive relevant experience to the Board, and, as a result, the Board recommends that he be re-appointed.

Biographical information on all Directors, is set out on page 24 of the Annual Report and Accounts of the Company for the period ended 31 December 2016 and also on the Company's website (www.sinclairpharma.com).

Election of Directors (Resolution 3)

In accordance with the articles, Alan Olby is standing for election at his first Annual General Meeting, having been appointed by the Board as a Director since the last Annual General Meeting.

Biographical information on Mr Olby is set out on page 24 of the Annual Report and Accounts of the Company for the period ended 31 December 2016.

Re-appointment of Auditors (Resolution 4)

It is necessary to propose a resolution to re-appoint the Company's auditors, PricewaterhouseCoopers LLP. The appointment of PricewaterhouseCoopers LLP would otherwise expire at the conclusion of this year's Annual General Meeting.

Remuneration of Auditors (Resolution 5)

It is necessary to propose a resolution to authorise the Directors to determine the remuneration of the auditors during the term of their appointment.

Resolution to approve the Directors' Remuneration Report (Resolution 6)

The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chairman of the Remuneration Committee (together the 'Directors' Remuneration Report'). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is an advisory one. The Directors' Remuneration Report is set out on pages 30 to 33 in the Annual Report and Accounts for the period ended 31 December 2016.

Authority to allot shares (Resolution 7)

Under the 2006 Act, the Directors of the Company may only allot unissued shares if authorised to do so by its shareholders in a general meeting. The authority to allot granted at the Annual General Meeting of the Company held on 25 January 2015 will expire on the conclusion of this Annual General Meeting. Resolution 7 will renew the Directors' general and unconditional authority to allot ordinary shares representing up to one third of the issued ordinary share capital of the Company as at 31 March 2017, and an additional one third of the issued ordinary share capital of the Company as at 31 March 2017, provided that such additional shares are offered on a pre-emptive basis. This represents up to 167,922,984 ordinary shares (having a nominal value of £1,679,229.84). The Directors have no present intention of exercising the authority proposed to be conferred pursuant to Resolution 6.

If given, the authority will expire on the earlier of the date of the next annual general meeting in 2018 or 31 July 2018, unless revoked or varied by the Company from time to time in a subsequent general meeting.

Disapplication of pre-emption rights (Resolution 8)

By virtue of the 2006 Act, any issue by the Company of equity securities for cash or sale of any treasury shares for cash made otherwise than to existing shareholders on a proportional basis requires the consent of the shareholders of the Company unless the Company has obtained the authority of the shareholders under the 2006 Act.

These arrangements are intended to ensure that the interests of existing shareholders are protected whilst at the same time giving the Company the ability to issue equity or sell equity securities held as treasury shares (if any are so held) on a non pre-emptive basis, for the reasons outlined below.

As in 2016, the Company is seeking disapplication of pre-emption rights at a level of ten per cent. (10%) of the issued share capital as at 31 March 2017. Resolution 7 gives your Directors authority to allot new ordinary shares for cash or to sell equity securities held as treasury shares for cash (if any are so held) otherwise than in proportion to existing holdings of shares. This authority will be limited to 50,376,895 ordinary shares (having a nominal value of £503,768.95 representing ten per cent. (10%) of the issued share capital as at 31 March 2017).

The authority could be used, for example, to issue equity for cash to invest in a focussed and timely manner for specific strategic product acquisition opportunities. This would enable the commercial value of the Company's portfolio to be enhanced and further the Company's overall strategic objective to continue to add shareholder value.

If given, the authority will expire on the earlier of the date of the next annual general meeting in 2018 or 31 July 2018, unless previously renewed, varied or revoked by the Company.

The Board intends, that if given, this authority will be exercised in a manner consistent with the Statement of Principles of the Pre-Emption Group and in the interests of shareholders as a whole. In keeping with the Company's policy of open and clear communication with shareholders, the Company would consult with major shareholders ahead of any issue of equity or sale of equity securities held as treasury shares on a non pre-emptive basis.

Recommendation

The Board considers all of the resolutions set out in the attached notice and explained above to be in the best interests of the Company and its shareholders, and unanimously recommends shareholders to vote in favour of the resolutions.

Action to be taken

A proxy form for use at the Annual General Meeting is enclosed (the 'Proxy Form'). Instructions concerning the appointment of a proxy or proxies are included in the attached notice. Please note however that you are advised to complete and return the Proxy Form in accordance with the instructions printed on it so as to arrive at the Company's registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible, but in any event no later than 48 hours before the time fixed for the meeting i.e. by 10.00am on 24 April 2017. The return of the Proxy Form does not preclude you from attending and voting at the Annual General Meeting if you so wish.

Location of and Time of Annual General Meeting

The Annual General Meeting will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW at 10.00am.

By order of the board Yours faithfully

Grahame Cook Chairman

SINCLAIR PHARMA PLC

(the 'Company')

(Registered in England and Wales No. 03816616)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on Wednesday 26 April 2017 at 10.00am (the 'Annual General Meeting'), at which the following business will be transacted:

ORDINARY BUSINESS

1. To receive the financial statements of the Company for the period ended 31 December 2016 and the reports of the Directors and auditors thereon (the 'Annual Report and Accounts').

1. To re-appoint Chris Spooner as a Director in accordance with article 4 of the Company's articles of association.

1. To appoint Alan Olby as Director in accordance with article 4 of the Company's articles of association.

1. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting of the

1. To authorise the Directors to determine PricewaterhouseCoopers LLP's remuneration as auditors of the

1. To approve the Directors' Remuneration Report for the period ended 31 December 2016 as set out in the Annual Report and Accounts.

SPECIAL BUSINESS

To consider as special business and, if thought fit, pass the following resolutions, of which resolution number 7 will be proposed as an ordinary resolution and resolution number 8 will be proposed as a special resolution.

ORDINARY RESOLUTION

1. THAT, subject to and in accordance with article 1 of the articles of association of the Company, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

• up to a maximum aggregate nominal amount of £1,679,229.84 (being one third of the issued share capital as at 31 March 2017); and

• in addition to the amount referred to in (a) above, up to a maximum aggregate nominal amount of £1,679,229.84 (being approximately one third of the issued share capital as at 31 March 2017) in connection with a rights issue or open offer, open for acceptance for a period fixed by the Directors, in favour of ordinary shareholders (other than the Company) on the register on any record date fixed by the Directors where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory or by virtue of shares being represented by depository receipts or by virtue of any other matter whatsoever,

provided that each such authority shall expire on the conclusion of the annual general meeting of the Company to be held in 2018, or on 31 July 2018, whichever is earlier, but may be previously revoked or varied from time to time by the Company in a general meeting but the Company may before such expiry, revocation or variation make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation, and the Directors may allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired or been revoked or varied.

SPECIAL RESOLUTIONS

1. THAT, subject to the passing of resolution 6 as set out in the notice of this meeting, and in accordance with article 1 of the articles of association of the Company, the Directors be empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by resolution 6 as set out in the notice of this meeting and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the 2006 Act, in each case as if section 561 of the 2006 Act did not apply to such allotment or sale, provided that this power shall be limited to allotments and/or sales of equity securities:

• in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer, open for acceptance for a period fixed by the Directors, in favour of the holders of shares in the Company (other than the Company) and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings held by them on the record date fixed by the Directors, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory or by virtue of shares being represented by depository receipts or by virtue of any other matter whatsoever, and

• otherwise than pursuant to sub-paragraph (a) above, up to an aggregate maximum nominal amount of £503,768.95 being ten per (10%) of the issued share capital as at 31 March 2017,

and such power shall expire on the conclusion of the annual general meeting of the Company to be held in 2018 or on 31 July 2018, whichever is earlier, but may be previously revoked or varied from time to time by special resolution but the Company may before such expiry or revocation or variation make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired or been revoked or varied.

By order of the board

Jayne Burrell

Company Secretary

Registered Office: Whitfield Court

30-32 Whitfield Street London

W1T 2RQ

31 March 2017

Notes

1. A member entitled to attend, speak and vote at the above mentioned meeting is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote in his/her A proxy need not be a member of the Company but must attend the Annual General Meeting in person. A proxy can be appointed by completing a personalised proxy form in paper or electronic form or through the CREST electronic proxy appointment service. You can also appoint a proxy electronically at www.capitashareportal.com.

1. A member may appoint more than one proxy provided each proxy is entitled to exercise the rights attached to a different share or shares held by the appointing

1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appears on the Company's register of members in respect of the joint holding (the first name being the most senior).

1. Completion and return of a form of proxy (whether paper or electronic) or the appointment of a proxy through CREST will not preclude a member from attending and voting in

1. A form of proxy is Please read carefully the instructions on how to complete the form. In the case of an individual appointing a proxy, the proxy form must be signed by the appointer or his attorney who is authorised to do so in writing. In the case of a corporation, the proxy form must be given under its common seal or otherwise executed by it in accordance with statute or signed on its behalf by an attorney or a duly authorised officer of the corporation.

1. For a form of proxy (whether paper or electronic) to be effective, it must be deposited together with the power of attorney under which it is signed, or a notarially certified copy of such power of attorney, at the offices of the Company's registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received not later than 00am on 24 April 2017 or, in the case of a poll to be taken more than 48 hours subsequent to the date of the meeting or adjourned meeting, up to 24 hours before the time appointed for the taking of the poll or, in the case of a poll to be taken less than

48 hours subsequent to the date of the meeting or adjourned meeting, to be delivered to the chairman of the meeting or the secretary or to any one of the Directors at the time at which the poll was demanded.

1. The statement of rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated The rights described in these paragraphs can only be exercised by shareholders of the Company.

1. An abstention option has been included on the proxy form. The legal effect of choosing the abstention option on any resolution is that the member concerned will be treated not to have voted on the relevant The number of votes in respect of which there are abstentions will however be counted and recorded, but disregarded in calculating the votes for or against a resolution.

1. The Company specifies that only those shareholders registered in the register of members of the Company as at close of business 24 April 2017 or, in the event that the meeting is adjourned, in such register 48 hours before the time of the adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their names at the relevant Changes after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.

1. As at 31 March 2017 (being the last business day prior to publication of this notice) the Company's issued share capital consists of 503,768,952 ordinary shares carrying one vote Therefore, the total voting rights in the Company as at 31 March 2017 are 503,768,952.

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf.

1. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as specified in the CREST The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (RA10) not later than the time stated in Note 6 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change in instructions to proxies appointed though CREST should be communicated to the appointee through other means.

1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST

member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. Reference should be made to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same

1. Copies of the Directors' service contracts, letters of appointment and the articles of association are available for inspection at the registered office of the Company during normal business hours on any business day and will be available for inspection at the place where the meeting is being held from 15 minutes prior to and during the

1. Under section 338 of the Companies Act 2006, members meeting the threshold requirements in that section have the right to require the Company to give members notice of a resolution which may properly be moved and is intended to be moved at that meeting. A resolution can be properly moved unless (i) the resolution would not, if passed, be effective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); or (ii) the resolution is defamatory of any person or is frivolous or

1. Except as provided above, members who have general queries about the Annual General Meeting should call the shareholder helpline of Capita Asset Services on 0871 664 0300. Calls cost 12p per minute plus your phone company's access If you are outside the United Kingdom, please call +44 371 664 0300. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 9.00am-5.30pm, Monday to Friday excluding public holidays in England and Wales). You may not use any electronic address provided either in this Notice of Annual General Meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.

1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at sinclairpharma.com.

1. Any member attending the meeting has the right to ask In accordance with section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
   • Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
   • The answer has already been given on a website in the form of an answer to a question; or
   • It is undesirable in the interests of the Company or the good order of the meeting that the question be

NOTES

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