Any financial institution that is a participant in any of DTCs systems may make book-entry delivery of
ADSs by causing DTC to transfer such ADSs into the Tender Agents account at DTC in accordance with DTCs procedure for such transfer.
Neither
Ordinary Shares nor ADSs may be tendered in the Tender Offer by guaranteed delivery.
Shareholders will be entitled to validly submit tenders for some or
all their Ordinary Shares (including Ordinary Shares represented by ADSs) held by them at the Tender Price.
The Offer qualifies as a Tier II
offer in accordance with Rule 14d-1(d) under the Exchange Act and, as a result, is exempt from certain provisions of Regulation 14E under the Exchange Act or otherwise applicable US statutes and rules relating
to tender offers. US and English law and practice relating to tender offers are different in certain material respects. The Company intends to rely on the Tier II exemption from Rule 14e-1(c) on prompt payment
where it will follow English law and practice.
The Tender Offer is conditional on approval from Shareholders of certain matters, which is being sought
at the General Meeting. The Notice of General Meeting to be held at 6 Tide Street, Boston, Massachusetts, 02210, United States at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on Thursday 6 June 2024 is set
out at the end of this Circular. While Shareholders will be able to attend the General Meeting in person, Shareholders are encouraged to vote via proxy in advance of the General Meeting, appointing the Chair of the Meeting as proxy to
ensure that their vote is counted. Any changes to the General Meeting arrangements will be communicated to Shareholders before the meeting through the Companys website (www.puretechhealth.com) and, where appropriate, by a Regulatory
Information Service announcement.
Save where Shareholders have opted to register proxy appointments electronically, a Form of Proxy to be used in
connection with the General Meeting is enclosed with this Circular. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as
soon as possible by post but, in any event, so as to be received by the Companys Registrar at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, by not later than 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on
Tuesday 4 June 2024 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting). If you hold Ordinary Shares in CREST,
you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Companys Registrar, Computershare Investor Services (CREST Participant ID 3RA50), so that it is received by not later than 11:00 a.m. (New York City
time) (4:00 p.m. (London time)) on Tuesday 4 June 2024 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting).
Proxy appointments may also be submitted electronically at www.investorcentre.co.uk/eproxy or by using the QR Code printed on the Form of Proxy so that the appointment is received by not later than 11:00 a.m. (New York City time) (4:00 p.m. (London
time)) on Tuesday 4 June 2024 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting). The completion and return
of a Form of Proxy, electronic proxy application or the submission of a CREST Proxy Instruction, will not preclude you from attending and voting in person (in substitution for your proxy vote) at the General Meeting, or any adjournment thereof, if
you wish to do so and are so entitled.
If you do not wish to tender any of your Ordinary Shares, do not complete, sign or return a Tender Form or send any
TTE Instructions through CREST.
No person has been authorised to give any information or make any representations other than those contained in this
Circular and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Circular shall not, under any circumstances, create any implication that there has been no change in the
affairs of the Company since the date of this Circular or that the information in it is correct as of any subsequent time.
Jefferies, which is authorised
and regulated by the Financial Conduct Authority in the United Kingdom (FCA), is acting exclusively for the Company as financial advisor and broker in connection with the Tender Offer and the production of this Circular and is
not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Tender Offer or any other matters set out in this Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies under the Financial Services and Markets Act 2000, as amended
(FSMA) or the regulatory regime established thereunder: (i) neither Jefferies or any persons associated or affiliated with Jefferies accepts any responsibility whatsoever or makes any warranty or representation, express or
implied, in relation to the contents of this Circular and any accompanying documents, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the Directors,
in connection with the Company and/or the Tender Offer; and (ii) Jefferies accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise be found to have in respect of this Circular or any such statement.
This Circular is a circular relating to the Tender
Offer which has been prepared in accordance with the Listing Rules made under section 73A of FSMA and approved by the FCA.
NOTICE FOR US SHAREHOLDERS
AND ADS HOLDERS
The Tender Offer relates to securities in a non-US company registered in the UK and is subject
to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects.
Holders of Ordinary Shares (but not ADS Holders in respect of their holdings of ADSs) who are located in the United States who wish to participate in the Tender
Offer must follow the instructions set out in Part V of this Circular.
For ADS Holders, the instructions set out in Part V as to participation in
the Tender Offer do not apply. ADS Holders should refer to the instructions in Part VIII in order to participate in the Tender Offer.
ADS Holders
will not be provided with the Form of Proxy. If you are an ADS Holder who holds ADSs through a bank, broker or other nominee who wishes for the Depositary to vote your ADSs at the General Meeting, you may provide your voting instructions in
accordance with such bank, broker or other nominees voting procedures and requirements. If you are an ADS Holder who holds ADSs on the books of the Depositary who wishes for the Depositary to vote your ADSs at the General Meeting, you may
provide your voting instructions to the Depositary by sending in a completed voting instruction card, as described on such card. In each case, voting instructions must be received by the Depositary by 10:00 a.m. (New York City time) on
Friday 31 May 2024.
In accordance with normal market practice in the UK and pursuant to Rule 14e-5(b)(12) under
the Exchange Act, the Company or its nominees or brokers or Jefferies or its affiliates may from time to time make certain purchases of, or arrangements to purchase Ordinary Shares outside the United States, otherwise than pursuant to the Tender
Offer, before or during the period in which the Tender Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase will
comply with all applicable rules in the UK, including the Listing Rules of the FCA and the Admission and Disclosure Standards of the London Stock Exchange. Any information about such purchases will be disclosed as required in the UK and the US and,
if required, will be reported via a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders in the US, the right to tender Ordinary Shares is not being made available in any jurisdiction in
the US in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.
If you are an ADS Holder or Ordinary Shareholder, bank, broker or institutional holder in the United States and have questions on how you can participate in the
Tender Offer, please call the Information Agent at (+1) 866-529-2770 (toll free from the US), from 9:00 a.m. to 8:00 p.m. (New York City time) Monday to Friday, and Saturday from 10:00 a.m. to 2:00
p.m. (New York City time). Please note that the Information Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
There may be tax consequences arising in connection with a Shareholders or ADS Holders sale of Ordinary Shares or ADSs in the Tender Offer or
receipt of the Special Dividend (if any). Part VI of this Circular further sets out a general summary of certain material US federal income tax consequences and UK tax consequences of the Tender Offer and the Special Dividend (if any) under
current US and UK tax law. Each Shareholder and ADS Holder should consult and seek individual advice from an appropriate professional advisor with respect to the tax consequences to them.
This document has not been approved, disapproved or otherwise recommended by the SEC or any US state securities commission and such authorities have not
approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the US.
20 May 2024