Circular to Shareholders

CIRCULAR DATED 10 FEBRUARY 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION THAT YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISOR OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

TESSA THERAPEUTICS LTD. (Company Registration No. 201120185N) (Incorporated in the Republic of Singapore)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED WHITEWASH RESOLUTION FOR WAIVER BY INDEPENDENT SHAREHOLDERS (AS DEFINED HEREIN) OF THEIR RIGHT TO RECEIVE A MANDATORY GENERAL OFFER FROM THE LEAD INVESTOR.

Independent Financial Adviser in relation to the Proposed Whitewash Resolution (as defined herein)

KPMG Corporate Finance Pte Ltd. (Company Registration No. 198500417D)

IMPORTANT DATES AND TIMES

Last date and time for lodgement of the Proxy Form : 22 February 2021 at 7.30 p.m. (Singapore time)

Date and time of Extraordinary General Meeting : 25 February 2021 at 7.30 p.m. (Singapore time)

CONTENT PAGE 1. INTRODUCTION...... 5 2. PROPOSED WHITEWASH RESOLUTION ...... 9 3. ADVICE OF THE INDEPENDENT FINANCIAL ADVISER ...... 13 4. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ...... 14 5. INDEPENDENT DIRECTORS’ RECOMMENDATIONS ...... 16 6. NON-INDEPENDENT SHAREHOLDERS TO ABSTAIN FROM VOTING ...... 16 7. EXTRAORDINARY GENERAL MEETING ...... 16 8. ACTION TO BE TAKEN BY SHAREHOLDERS ...... 17 9. CONSENT ...... 17 10. DOCUMENTS AVAILABLE FOR INSPECTION ...... 17 APPENDIX A – IFA LETTER ...... A-1 NOTICE OF EXTRAORDINARY GENERAL MEETING ...... N-1 PROXY FORM ...... P-1

DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

"Board" or "Board of : The board of Directors of the Company Directors"

"Business Day" : A day (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Singapore

"CFIUS" : The Committee on Foreign Investment in the United States, or any member agency thereof acting in such capacity

"CFIUS Approval" : means (a) the Company and the Lead Investor have received written notice from CFIUS stating that (i) CFIUS has concluded that any subscription for shares pursuant to the Subscription Agreement that the Company and the Lead Investor submit for CFIUS review (the "Covered Transaction") is not subject to review under the section 721 of the Defense Production Act and its implementing regulations (collectively, the "DPA"); or (ii) the assessment, review or investigation of the Covered Transaction under the DPA has concluded, and there are no unresolved national security concerns with respect to the Covered Transaction; or (b) CFIUS has provided written notice that it is not able to complete action under the DPA with respect to the Covered Transaction on the basis of a CFIUS declaration, but CFIUS has not requested that the Company and the Lead Investor submit a CFIUS notice and has not initiated a unilateral CFIUS review, and the Lead Investor determines that the statement from CFIUS that it is not able to complete action is sufficient to constitute the CFIUS Approval.

"Circular" : This circular to Shareholders dated 10 February 2021

"Code" : The Singapore Code on Take-overs and Mergers, as amended, modified or supplemented from time to time

"Companies Act" : The Companies Act (Chapter 50 of Singapore), as amended, modified or supplemented from time to time

"Company" : Tessa Therapeutics Ltd.

"Concert Party Group" : Means the Lead Investor and those parties actually or presumed to be (and not rebutted as) acting in concert with the Lead Investor (including Orchid 2 and Mr. Teo Ming Kian)

"Constitution" : The Constitution of the Company, as amended, modified or supplemented from time to time

"Conversion" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Directors" : The directors of the Company for the time being

"EGM" or "Extraordinary : The extraordinary general meeting of the Company to be General Meeting" convened, notice of which is set out on pages N-1 to N-3 to this Circular

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DEFINITIONS

"First Tranche : The completion of the allotment and issuance of 425,045 Completion" Subscription Shares by the Company to the Lead Investor and the other investors pursuant to the Subscription Agreement, which occurred on 22 September 2020

"Group" : Collectively, the Company, its Subsidiaries and Tessa Therapeutics Pte. Ltd., Taiwan Branch (新加坡商泰昇生物科技股份有限公司台灣分公司). The "Group Company" shall mean any one of them individually

"Heliconia" : Has the meaning ascribed to it in paragraph 1.2 of this Circular

"IFA" : KPMG Corporate Finance Pte Ltd., being the independent financial adviser in connection with the Proposed Whitewash Resolution

"IFA Letter" : The letter dated 10 February 2021 from the IFA to the Independent Directors, annexed hereto as Appendix A to this Circular

"Independent Directors" : Means the Directors who are deemed independent in respect of the Proposed Whitewash Resolution

"Independent : Shareholders who are independent of the Concert Shareholders" Party Group for the purpose of approving the Proposed Whitewash Resolution

"Latest Practicable Date" : 4 February 2021, being the latest practicable date prior to the printing of this Circular

"Lead Investor" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Letter to Shareholders" : Means the letter dated 17 August 2020 issued by the Company to each Shareholder

"Long Stop Date" : Has the meaning ascribed to it in paragraph 1.6 of this Circular

"Net Proceeds" : The net proceeds of approximately US$74.6 million, after deducting expenses of approximately US$0.4 million from the Transaction

"Notice of EGM" : Notice of EGM set out in this Circular

"Orchid 2" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Ordinary Shares" : The ordinary shares in the capital of the Company

"Pro-Rata Offering" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Proposed Whitewash : The proposed whitewash resolution for the waiver by Resolution" Independent Shareholders of their right to receive a mandatory general offer under Rule 14 of the Code from the Lead Investor for all the issued Shares not held by the Concert Party Group, as

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DEFINITIONS

a result of the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor upon Second Tranche Completion

"Repayment Date" : Has the meaning ascribed to it in paragraph 1.13 of this Circular

"Second Tranche : Has the meaning ascribed to it in paragraph 1.1(ii) of this Circular Completion"

"Second Tranche : Has the meaning ascribed to it in paragraph 1.7 of this Circular Completion Date"

"Second Tranche : Has the meaning ascribed to it in paragraph 1.13 of this Circular Consideration"

"Second Tranche : Has the meaning ascribed to it in paragraph 1.1(ii) of this Circular Subscription Shares"

"SFA" : The Securities and Futures Act (Chapter 289 of Singapore), as amended, modified or supplemented from time to time

"Shareholders" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Shareholder's Loan" : Has the meaning ascribed to it in paragraph 1.13 of this Circular

"Share Incentive Plan" : The 2017 share incentive plan adopted by the Company for the purposes of incentivising the employees of the Company, as may be amended from time to time

"Shares" : Shares in the capital of the Company

"SIC" : Securities Industry Council

"Subscription Agreement" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Subscription Shares" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Substantial Shareholder" : A person who has an interest in not less than 5% of the issued Shares

"Temasek" : Temasek Holdings (Private) Limited

"Transaction" : Has the meaning ascribed to it in paragraph 1.1 of this Circular

"Whitewash Waiver" : The waiver from the SIC in respect of the obligation by the Lead Investor to make a mandatory general offer under Rule 14 of the Code for all the issued Shares not held by the Concert Party Group, as a result of the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor upon Second Tranche Completion

"US$" and "cents" : U.S. dollars and cents respectively

"%" or "per cent" : Percentage or per centum

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DEFINITIONS

The term "acting in concert" shall have the meaning ascribed to it in the Code.

The term "subsidiary" shall have the meaning ascribed to it in the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word or term defined under the Companies Act, the SFA, the Code, or any modification thereof and used in this Circular shall have the same meaning assigned to it thereunder, as the case may be, unless otherwise provided.

Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any discrepancies in the figures included in this Circular (if any) between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.

All statements other than statements of historical facts included in this Circular are or may be forward- looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Directors’ current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward- looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Directors do not undertake any obligation to update publicly or revise any forward-looking statements.

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LETTER TO SHAREHOLDERS

TESSA THERAPEUTICS LTD. (Company Registration No. 201120185N) (Incorporated in the Republic of Singapore)

Board of Directors Registered Office Goran Albert Torstensson Ando (Non-Executive Director and Chairman) 8 Temasek Boulevard Jeffrey Howard Buchalter (Executive Director and Chief Executive Officer) #24-02 George Willard Sledge Jr (Non-Executive Director) Suntec Tower Three Syed Fidah Bin Ismail Alsagoff (Non-Executive Director) Singapore 038988 Gabriela Gruia (Non-Executive Director) Steve Edward Krognes (Non-Executive Director)

10 February 2021

To: The Shareholders of the Company

Dear Sir/Madam

PROPOSED WHITEWASH RESOLUTION FOR WAIVER BY INDEPENDENT SHAREHOLDERS OF THEIR RIGHT TO RECEIVE A MANDATORY GENERAL OFFER FROM THE LEAD INVESTOR.

1. INTRODUCTION

1.1 Background

The Company had on 17 August 2020 issued a letter to all existing shareholders of the Company (the "Shareholders"), in relation to a proposed fund raising through the allotment and issuance of up to 1,538,657 new Ordinary Shares (the "Subscription Shares") at US$48.7438 per Subscription Share to all Shareholders, so as to raise gross proceeds of up to US$75,000,000 (the "Transaction"). The Subscription Shares were offered to the Shareholders on the basis of 76 Subscription Shares for every 100 Ordinary Shares or preference shares, with fractional entitlements to be disregarded (the "Pro-Rata Offering").

The Company, TLS Beta Pte. Ltd. (the "Lead Investor"), Orchid 2 Investments Pte. Ltd. ("Orchid 2") and other investors had on 8 September 2020 entered into a subscription agreement for the subscription of the Subscription Shares (the "Subscription Agreement").

Subject to the terms and conditions of the Subscription Agreement:

(a) the Lead Investor has agreed to subscribe for (i) its proportionate entitlement of Subscription Shares; and (ii) the balance Subscription Shares not subscribed for by the other Shareholders pursuant to the Pro-Rata Offering; and

(b) Orchid 2 has agreed to subscribe for 21,509 Subscription Shares.

Pursuant to the terms and conditions of the Subscription Agreement, completion of the subscription of the Subscription Shares will take place in two (2) tranches:

(i) at First Tranche Completion:

(1) the Lead Investor subscribed for 211,370 Subscription Shares;

(2) Orchid 2 subscribed for 21,509 Subscription Shares; and

(3) the other investors subscribed for 192,166 Subscription Shares collectively; and

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LETTER TO SHAREHOLDERS

(ii) at the second closing (the "Second Tranche Completion"), the Lead Investor will subscribe for 1,113,564 Subscription Shares (the "Second Tranche Subscription Shares").

On 22 September 2020, the Company announced the completion of First Tranche Completion, and the allotment and issuance to the Lead Investor and Orchid 2 of 211,370 Subscription Shares and 21,509 Subscription Shares respectively. In connection with the Transaction, all holders of preference shares in the Company had also converted their preference shares into Ordinary Shares in the Company on 22 September 2020, on the basis of one (1) Ordinary Share for every one (1) preference share (the "Conversion"). Pursuant to the Conversion, each of the Lead Investor and Orchid 2 had converted their Series E preference shares into Ordinary Shares and were issued 226,234 Ordinary Shares and 28,280 Ordinary Shares respectively.

As at the Latest Practicable Date, the Lead Investor holds 437,604 Ordinary Shares representing 17.46% of the total enlarged share capital of the Company while Orchid 2 holds 49,789 Ordinary Shares representing 1.99% of the total enlarged share capital of the Company.

1.2 Information on the Lead Investor and Orchid 2

The Lead Investor is an investment holding company that was incorporated in Singapore on 7 January 2005 as a private company limited by shares. The Lead Investor is an indirect wholly- owned subsidiary of Temasek.

Orchid 2 is a wholly-owned subsidiary of a fund (in which Temasek has an interest) managed by Heliconia Capital Management Pte. Ltd. ("Heliconia"). Heliconia is an independently managed subsidiary of Temasek. Temasek is not involved in its business or operating decisions, including its decision to invest in the Company.

1.3 Information on ultimate owner of the Lead Investor and Orchid 2

Temasek is a global investment company headquartered in Singapore. It invests across a broad spectrum of industries such as financial services, telecommunications, media & technology, transportation & industrials, consumer & real estate, life sciences & agriculture and energy & resources.

1.4 Issue Price

The issue price of US$48.7438 per Subscription Share was arrived at following arm’s length negotiations between the Company and the Lead Investor. The issue price for the Subscription Shares issued at First Tranche Completion and the Subscription Shares that will be issued to the Lead Investor at Second Tranche Completion, will be identical.

1.5 Second Tranche Subscription Shares

On Second Tranche Completion, the Company’s issued and paid-up share capital will increase from 2,506,981 Shares to 3,620,545 Shares. Post-issuance, the Second Tranche Subscription Shares will represent approximately 30.76% of the enlarged share capital of the Company.

The Second Tranche Subscription Shares, when allotted and issued, will rank pari passu with, and shall carry all rights similar to, the existing Shares, including without limitation, any dividend rights, allotment or other distribution rights, the record date for which falls on or after Second Tranche Completion. The Shareholders have, by way of a shareholders’ resolution in writing dated 7 September 2020, approved the allotment and issuance of the Second Tranche Subscription Shares pursuant to Section 161 of the Companies Act.

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LETTER TO SHAREHOLDERS

1.6 Conditions Precedent

The Second Tranche Completion is conditional upon the following conditions being satisfied by the Company or waived in accordance with the terms and conditions of the Subscription Agreement:

(a) the subscription of that number of Subscription Shares at First Tranche Completion, as set out under the Subscription Agreement, and reproduced in paragraph 1.1(i) of this Circular;

(b) the Company’s receipt of all third party and Shareholder approvals required for the allotment and issuance of the Second Tranche Subscription Shares and the transactions contemplated under the Subscription Agreement, namely:

(i) the CFIUS Approval, and where the CFIUS Approval is subject to conditions, such conditions being satisfactory to the Lead Investor in its sole and absolute discretion; and

(ii) the SIC granting the Whitewash Waiver, and where the Whitewash Waiver is subject to conditions, such conditions being satisfactory to the Lead Investor in its sole and absolute discretion;

(d) the approval and adoption of a revised Share Incentive Plan by the Board and the Shareholders, so as to increase the number of Ordinary Shares which may be issued pursuant to the Share Incentive Plan to 555,863 Ordinary Shares;

(e) all warranties given by Company under the Subscription Agreement being true, accurate, correct and not misleading in all material respects as at the Second Tranche Completion Date;

(f) the matters disclosed in the updated disclosure letter, to be given by the Company to the Lead Investor at the Second Tranche Completion Date pursuant to the terms of the Subscription Agreement, being satisfactory to the Lead Investor in its sole and absolute discretion;

(g) there being no material adverse change in the business, operations, assets, financial condition or prospect of the Company or any Group Company between the date of the Subscription Agreement and the Second Tranche Completion Date; and

(h) there being no change in the identities and designations of the key management personnel of the Company between the date the Subscription Agreement and the Second Tranche Completion Date, such key management personnel being Goran Ando (as the Chairman of the Board), Jeffrey H. Buchalter (as the Chief Executive Officer) and Ivan D. Horak (as the President of R&D).

Pursuant to the Subscription Agreement, the Company has agreed to use its best endeavours to ensure that the above conditions are fulfilled to the satisfaction of the Lead Investor as soon as reasonably practicable and in any event within 12 months from the date of the Subscription Agreement, or such other date as the Company and the Lead Investor may agree in writing (the "Long Stop Date").

If any of the above conditions is not fulfilled (or waived in accordance with the Subscription Agreement) prior to the Long Stop Date, the Lead Investor shall not be bound to proceed with the subscription of the Second Tranche Subscription Shares.

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1.7 Second Tranche Completion Date

Second Tranche Completion is to take place on the date which is one (1) Business Day after the last of all the conditions set out in paragraph 1.6 above (other than such conditions that must be fulfilled as at the date of Second Tranche Completion) have been fulfilled (or waived by the Lead Investor in accordance with the Subscription Agreement) (the "Second Tranche Completion Date").

For the avoidance of doubt, Second Tranche Completion will only take place after all the conditions set out in paragraph 1.6 above have been satisfied (or waived in accordance with the Subscription Agreement), on or before the Long Stop Date.

1.8 Rationale for the Transaction

The Transaction is undertaken in order to strengthen the Group’s cash position and the Company’s capital base. The Transaction is expected to improve the Group’s balance sheet and place the Group in a better position to continue the development of its product pipeline and pursue its corporate objectives.

The Independent Directors are of the opinion that it is critical for the Group to complete the Transaction, in particular that the Lead Investor subscribes for the Second Tranche Subscription Shares, to ensure that the Group has sufficient working capital to meet its present and future capital requirements.

1.9 Use of Proceeds

The Company intends to use the entirety of the Net Proceeds for, among others, clinical trials for the CD30 CAR-T program, other research and development, operating expenses and general working capital purposes.

1.10 Independent Shareholders’ Approval

As set out in further detail in paragraph 2.2 below, and given that the Lead Investor will acquire Shares carrying more than 30% of the voting rights of the Company pursuant to the allotment and issuance of the Second Tranche Subscription Shares upon Second Tranche Completion, the Company requires the approval of Independent Shareholders to waive their right to receive a mandatory general offer under Rule 14 of the Code from the Lead Investor for all the issued Shares not held by the Concert Party Group.

1.11 IFA Advice

The Independent Directors have appointed the IFA to advise them in respect of their recommendations to the Independent Shareholders in relation to the Proposed Whitewash Resolution, and whether the Proposed Whitewash Resolution is prejudicial to the interests of the Independent Shareholders. The IFA Letter is set out in Appendix A to this Circular and the advice of the IFA is set out in paragraph 3 of this Circular.

1.12 Circular

The purpose of this Circular is to provide Shareholders with relevant information pertaining to the Proposed Whitewash Resolution, and to seek the approval of the Independent Shareholders for the Proposed Whitewash Resolution at the EGM to be held on 25 February 2021 at 7.30 p.m. (Singapore time), the notice of which is attached on pages N-1 to N-3 to this Circular.

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1.13 Shareholder's Loan

Pursuant to Regulation 97(e) of the Constitution, the Company would like to inform the Shareholders that the Company entered into a loan agreement with the Lead Investor dated 25 November 2020 (the "Shareholder's Loan") in the amount of US$30.0 million, with an annual simple interest rate of eight (8) percent, in order to provide the Company with temporary liquidity until the Second Tranche Completion so as to bridge the temporary funding gap due to a delay in expected financing. The amount of this loan would not be added to the consideration payable by the Lead Investor for the subscription of the Second Tranche Subscription Shares (the "Second Tranche Consideration") on Second Tranche Completion; rather, the amount would be offset against and deducted from the Second Tranche Consideration. In the event the Second Tranche Completion does not occur before 30 June 2021, the Company will repay the loan principal and accrued interest in cash on 30 June 2021, or such later date as may be notified to the Company by the Lead Investor in writing (the "Repayment Date").

Further, upon the occurrence of any of the following events prior to the Repayment Date, the Company will be required to prepay the loan principal and accrued interest in full: (a) any subsequent financing or fund raising undertaken by the Company; or (b) any transaction to sell, lease, transfer, assign, securitise or otherwise dispose of any of its assets, save for certain permitted disposals. The proceeds from such subsequent financing or fund raising and/or disposal shall be applied towards repaying the Shareholder's Loan.

As noted, the Shareholders' Loan will not alter the total consideration payable by the Lead Investor in connection with the Transaction. Rather, the loan amount (together with accrued interest) will be used to set off against the Second Tranche Consideration. The Lead Investor accordingly will not acquire additional shares in the Company by virtue of the Shareholder's Loan.

2. PROPOSED WHITEWASH RESOLUTION

2.1 Rule 14 of the Code

Under Rule 14 of the Code, except with the consent of the SIC, where:

(a) any person acquires, whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30% or more of the voting rights of a company; or

(b) any person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights and such person, or any person acting in concert with him, acquires in any period of six (6) months additional shares carrying more than 1% of the voting rights,

such person must extend offers immediately to the holders of any class of share capital of the company which carries votes and in which such person, or persons acting in concert with him, hold shares.

2.2 Interests of the Concert Party Group

As at the Latest Practicable Date, the Lead Investor has a direct interest in 437,604 Shares, representing approximately 17.46% of the issued share capital of the Company. In addition, Orchid 2 has, as at the Latest Practicable Date, a direct interest in 49,789 Shares, representing approximately 1.99% of the issued share capital of the Company. Mr. Teo Ming Kian is a presumed concert party of the Lead Investor as he is a director of Temasek and has, as at the Latest Practicable Date, 15,000 Shares, representing approximately 0.60% of the issued share capital of the Company and an option to acquire up to 7,500 Shares. Mr. Teo Ming Kian did not

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LETTER TO SHAREHOLDERS

acquire any Shares on First Tranche Completion. For the avoidance of doubt, Temasek is not deemed to be interested in the Shares held by Mr. Teo Ming Kian or vice versa.

Mr. Lim Chin Hu is a presumed concert party of the Lead Investor as he is a director of Heliconia. As at the Latest Practicable Date, Mr. Lim Chin Hu has 9,957 Shares, representing 0.40% of the issued share capital of the Company. The 9,957 Shares held by Mr. Lim Chin Hu comprises (a) 5,656 Shares issued and allotted to him pursuant to the Conversion; and (b) 4,301 Shares subscribed by him on the First Tranche Completion. The concert party presumption with respect to Mr. Lim Chin Hu has been rebutted subject to conditions.

Subject to the terms and conditions of the Subscription Agreement, following Second Tranche Completion, the Lead Investor will, as a result of its acquisition of the Second Tranche Subscription Shares, increase its holding of voting rights in the Company from approximately 17.46% to 42.84% of the total voting rights of the Company. Post-Second Tranche Completion, the aggregate voting rights of the Lead Investor, Orchid 2 and Mr. Teo Ming Kian will also increase from 20.04% to 44.63% of the total voting rights of the Company.

The Lead Investor will acquire Shares carrying more than 30% of the voting rights of the Company pursuant to the allotment and issuance of the Second Tranche Subscription Shares upon Second Tranche Completion. As such, the Lead Investor will be obliged to make a mandatory general offer, under Rule 14 of the Code, for all the issued Shares not held by the Concert Party Group, unless the relevant waivers under the Code are obtained.

2.3 Whitewash Waiver from the SIC

The SIC had on 4 February 2021 granted a waiver of the requirement under Rule 14 of the Code for the Lead Investor to make a mandatory general offer for all the issued Shares not held by the Concert Party Group, following the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor upon Second Tranche Completion (the "Whitewash Waiver").

The Whitewash Waiver is subject to the following conditions:

(a) a majority of holders of voting rights of the Company approving at a general meeting, before the issue of the Second Tranche Subscription Shares, the Proposed Whitewash Resolution by way of a poll to waive their rights to receive a general offer from the Lead Investor;

(b) the Proposed Whitewash Resolution being separate from other resolutions;

(c) the Concert Party Group and parties not independent of them abstaining from voting on the Proposed Whitewash Resolution;

(d) the Concert Party Group did not acquire and are not to acquire any Ordinary Shares or instruments convertible into and options in respect of Ordinary Shares (other than subscriptions for, rights to subscribe for, instruments convertible into or options in respect of new Ordinary Shares which have been disclosed in this Circular:

(i) during the period between the date the Company makes an announcement of the Transaction and the date Shareholders’ approval is obtained for the Proposed Whitewash Resolution; and

(j) in the six (6) months prior to the date the Company makes an announcement of the Transaction, but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the Company in relation to the Transaction;

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LETTER TO SHAREHOLDERS

(e) the Company appointing an independent financial adviser to advise its Independent Shareholders on the Proposed Whitewash Resolution;

(f) the Company setting out clearly in this Circular to the Shareholders:

(i) details of the Transaction, including (A) the proposed issue of the Second Tranche Subscription Shares, (B) the 254,514 Shares allotted and issued to the Lead Investor and Orchid 2 and 5,656 Shares allotted and issued to Mr. Lim Chin Hu pursuant to the Conversion; (C) the 232,879 Shares subscribed by the Lead Investor and Orchid 2 and 4,301 Shares subscribed by Mr. Lim Chin Hu at the First Tranche Completion; and (D) the Shareholder's Loan and set-off arrangement;

(ii) the dilution effect to existing holders of voting rights of the Company of issuing the Second Tranche Subscription Shares to the Lead Investor;

(iii) the number and percentage of voting rights in the Company as well as the number of instruments convertible into, rights to subscribe for and options in respect of Ordinary Shares in the Company held by the Concert Party Group as at the Latest Practicable Date;

(iv) the number and percentage of voting rights to be issued to the Lead Investor as a result of the subscription of the Second Tranche Subscription Shares; and

(v) specific and prominent reference to the fact that the Shareholders, by voting for the Proposed Whitewash Resolution, are waiving their rights to a general offer from the Lead Investor at the highest price paid by the Concert Party Group for the Ordinary Shares in the past six (6) months preceding the commencement of the offer;

(g) the Circular by the Company to its Shareholders stating that the waiver granted by the SIC to the Lead Investor from the requirement to make a general offer under Rule 14 of the Code is subject to the conditions stated in paragraphs 2.3(a) to (f) above;

(h) the Company obtaining SIC’s approval in advance for those parts of the Circular that refer to the Proposed Whitewash Resolution; and

(i) to rely on the Proposed Whitewash Resolution, the approval of the Proposed Whitewash Resolution must be obtained within three (3) months of the date of the waiver granted by SIC, and the issuance of the Second Tranche Subscription Shares to the Lead Investor must be completed within three (3) months of the approval of the Proposed Whitewash Resolution.

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2.4 Rationale of the Proposed Whitewash Resolution

The subscription by the Lead Investor of the Second Tranche Subscription Shares is part of an overall transaction to raise gross proceeds of up to US$75,000,000 through the issuance of up to 1,538,657 Shares. The initial Pro-Rata Offering was made to all Shareholders on the understanding that the Lead Investor will subscribe for all Subscription Shares not subscribed for by the Shareholders on First Tranche Completion. However, the Lead Investor’s obligation to proceed with the subscription of the Second Tranche Subscription Shares is in turn subject to the waiver by the Independent Shareholders of the requirement for the Lead Investor to make a mandatory offer pursuant to Rule 14 of the Code. The Directors are of the opinion that it is critical for the Group to complete the Transaction, in particular the subscription by the Lead Investor of the Second Tranche Subscription Shares, to ensure that the Group has sufficient working capital to meet its present requirements.

2.5 Implications of the Proposed Whitewash Resolution

Independent Shareholders are requested to vote by way of a poll, on the Proposed Whitewash Resolution set out in the Notice of EGM on pages N-1 to N-3 of this Circular.

Independent Shareholders should note the following:

(a) By voting in favour of the Proposed Whitewash Resolution, they will be waiving their right to receive a mandatory general offer for their Shares from the Lead Investor at the highest price per Share paid or agreed to be paid by the Concert Party Group in the six (6) months preceding the commencement of the offer, which the Lead Investor would have otherwise been obliged to make for the Shares in accordance with Rule 14 of the Code as a result of the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor.

(b) The subscription of the Second Tranche Subscription Shares by the Lead Investor is conditional upon (among other things) the Independent Shareholders voting in favour of the Proposed Whitewash Resolution. In the event that the Proposed Whitewash Resolution is not passed by the Independent Shareholders, the subscription of the Second Tranche Subscription Shares will not take place.

2.6 Potential Dilution

As a result of the allotment and issuance of the Second Tranche Subscription Shares upon Second Tranche Completion, the collective shareholding interests of the Independent Shareholders will be diluted as follows:

As at the Latest Practicable Date Immediately after the allotment and issuance of the Second Tranche Subscription Shares Number of %(1)(3) Number of %(2)(3) Shares Shares Concert 502,393 20.04 1,615,957 44.63 Party Group Independent 2,004,588 79.96 2,004,588 55.37 Shareholders Total 2,506,981 100.00 3,620,545 100.00

Notes:

(1) Based on 2,506,981 issued Shares as at the Latest Practicable Date.

(2) Based on the enlarged share capital of the Company comprising 3,620,545 Shares, immediately after the allotment and issuance of the Second Tranche Subscription Shares at Second Tranche Completion.

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(3) As at the Latest Practicable Date, there are 555,863 Ordinary Shares authorised for issuance as awards under the Share Incentive Plan (of which 7,500 Ordinary Shares and 51,450 Ordinary Shares have been issued to each of Goran Albert Torstensson Ando and Jeffrey Howard Buchalter respectively). Save for Mr. Teo Ming Kian who has the option to acquire up to 7,500 Shares under the Share Incentive Plan, none of the Concert Party Group has been issued any instruments convertible into, rights to subscribe for and options in respect of Ordinary Shares in the Company held by the Concert Party Group as at the Latest Practicable Date.

3. ADVICE OF THE INDEPENDENT FINANCIAL ADVISER

3.1 KPMG Corporate Finance Pte Ltd. has been appointed as the independent financial adviser to the Independent Directors in respect of the Proposed Whitewash Resolution.

3.2 The IFA Letter is reproduced in full and appended as Appendix A to this Circular. The following is an extract from paragraph 5 of the IFA Letter and should be read in conjunction with, and in the full context of, the full text of the IFA Letter. All terms and expressions used in the extract below shall have the same meanings as those defined in the IFA Letter, unless otherwise stated:

"5. OUR OPINION

In arriving at our opinion to the Independent Directors of Tessa Therapeutics Ltd., we have carefully considered the information that has been made available to us, and the above factors set forth in this letter including, amongst other things, the following:

(i) The rationale is considered to be reasonable.

(ii) The Pro-Rata Offering was offered to all Shareholders on a pro-rata basis, and accordingly, Shareholders are not prejudiced in the allocation of the Subscription Shares offered under the Pro-Rata Offering.

(iii) The Subscription Shares, when allotted and issued, will rank pari passu with, and shall carry all rights similar to, the existing Shares.

(iv) The discount of approximately 72.43% of the Issue Price to the implied pricing of Series E funding round is greater than the median and is close to the maximum discount of the selected precedent rights issues, however, according to the Management, the estimated future cash flows of the Company and accordingly, the current valuation assessment, have been negatively impacted by:

a. The Company discontinuing its lead Phase III NPC asset (TT10) which, given its late stage of clinical development and intended launch in the near term, was expected to contribute a significant portion of the Company’s near term revenue;

b. the Company discontinuing its TT12 program in HPV-associated cancers, due to commercial and manufacturing reasons; and

c. the Company experiencing delays in progressing its lymphoma clinical programs, namely TT11 and TT11x, due to the COVID-19 pandemic,

and in any event, we understand that the issue price of US$48.7438 was arrived at following arm’s length negotiations between the Company and the Lead Investor. Further, the Company entered into a loan agreement with the Lead Investor dated 25 November 2020 in the amount of US$30.0 million, with an annual simple interest rate of eight (8) percent, in order to provide the Company with temporary liquidity until the Second Tranche Completion so as to bridge the temporary funding gap due to a delay in expected financing.

(v) In the event the Proposed Whitewash Resolution is passed by a majority of the Independent Shareholders, the Concert Party Group will potentially increase their

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aggregate shareholding in Tessa Therapeutics Ltd from 20.04% to 44.63%. Whilst this is the case, the Concert Party Group will continue to be subject to the obligations under Rule 14 of the Take-over Code to make a general offer if it was to increase its voting rights in Tessa Therapeutics Ltd by more than 1.0% in any period of six months.

Based on the considerations set out above in this letter and subject to the qualifications and assumptions herein, we are of the view that:

(a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution are fair and reasonable; and

(b) the Proposed Whitewash Resolution, is fair and reasonable."

4. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

4.1 Directors’ and Substantial Shareholders’ Shareholding

The interests of the Directors in the Shares of the Company as at the Latest Practicable Date and immediately after the Second Tranche Completion (assuming there is no change to the issued share capital of the Company other than pursuant to the allotment and issuance of the Second Tranche Subscription Shares) are set out below:

As at the Latest Practicable Date Number of Shares Number of Shares Direct Deemed Total %(1)(2) comprised in Interest Interest Interest outstanding awards(2) Goran Albert 7,500 - - 0.30 7,000 Torstensson Ando Jeffrey Howard 51,450 - - 2.05 161,350 Buchalter George Willard - - - - 13,300 Sledge Jr Syed Fidah Bin - - - - - Ismail Alsagoff Gabriela Gruia - - - - 6,300 Steve Edward - - - - 6,300 Krognes

Notes:

(1) Based on 2,506,981 issued Shares as at the Latest Practicable Date.

(2) As at the Latest Practicable Date, there are 555,863 Ordinary Shares authorised for issuance as awards under the Share Incentive Plan (of which 7,500 Ordinary Shares and 51,450 Ordinary Shares have been issued to each of Goran Albert Torstensson Ando and Jeffrey Howard Buchalter respectively).

Immediately after the allotment and issuance of the Second Tranche Subscription Shares Number of Shares Number of Shares Direct Deemed Total %(1)(2) comprised in Interest Interest Interest outstanding awards(2) Goran Albert 7,500 - - 0.21 7,000 Torstensson Ando Jeffrey Howard 51,450 - - 1.42 161,350 Buchalter George Willard - - - - 13,300

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Immediately after the allotment and issuance of the Second Tranche Subscription Shares Number of Shares Number of Shares Direct Deemed Total %(1)(2) comprised in Interest Interest Interest outstanding awards(2) Sledge Jr Syed Fidah Bin - - - - - Ismail Alsagoff Gabriela Gruia - - - - 6,300 Steve Edward - - - - 6,300 Krognes

Notes:

(1) Based on the enlarged share capital of the Company comprising 3,620,545 Shares immediately after the allotment and issuance of the Second Tranche Subscription Shares at Second Tranche Completion.

The interests of the Substantial Shareholders in the Shares of the Company as at the Latest Practicable Date and immediately after the Second Tranche Completion (assuming there is no change to the issued share capital of the Company other than pursuant to the allotment and issuance of the Second Tranche Subscription Shares) are set out below:

As at the Latest Practicable Date Number of Shares Direct Interest Deemed Total Interest %(1)(5) Interest Lead Investor 437,604 - 437,604 17.46 Temasek Life Sciences - 437,604 437,604 17.46 Private Limited(2) Fullerton Management - 437,604 437,604 17.46 Pte Ltd(2) Temasek(3) - 487,393 487,393 19.44 Eastlink Investment 179,678 - 179,678 7.17 Ventures Ltd Far East Ventures Pte 234,676 - 234,676 9.36 Ltd

Immediately after the allotment and issuance of the Second Tranche Subscription Shares Number of Shares Direct Interest Deemed Total Interest %(4)(5) Interest Lead Investor 1,551,168 - 1,551,168 42.84 Temasek Life Sciences - 1,551,168 1,551,168 42.84 Private Limited(2) Fullerton Management - 1,551,168 1,551,168 42.84 Pte Ltd(2) Temasek(3) - 1,600,957 1,600,957 44.22 Eastlink Investment 179,678 - 179,678 4.96 Ventures Ltd Far East Ventures Pte 234,676 - 234,676 6.48 Ltd

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Notes:

(1) Based on 2,506,981 issued Shares as at the Latest Practicable Date

(2) The Lead Investor is a subsidiary of Temasek Life Sciences Private Limited which is in turn a subsidiary of Fullerton Management Pte Ltd. Fullerton Management Pte Ltd is a subsidiary of Temasek. Temasek Life Sciences Private Limited and Fullerton Management Pte Ltd are deemed interested in the Shares of the Lead Investor by virtue of Section 7 of the Companies Act.

(3) Temasek is deemed interested in the Shares of the Lead Investor and Orchid 2 by virtue of Section 7 of the Companies Act. As at the Latest Practicable Date, Orchid 2 has a direct interest in 49,789 Shares representing approximately 1.99% of the Company’s issued share capital.

(4) Based on the enlarged share capital of the Company comprising 3,620,545 Shares immediately after the allotment and issuance of the Second Tranche Subscription Shares at Second Tranche Completion.

(5) As at the Latest Practicable Date, there are 555,863 Ordinary Shares authorised for issuance as awards under the Share Incentive Plan (of which 7,500 Ordinary Shares and 51,450 Ordinary Shares have been issued to each of Goran Albert Torstensson Ando and Jeffrey Howard Buchalter respectively).

4.2 Interest of Directors and Substantial Shareholders

Syed Fidah Bin Ismail Alsagoff, a director of the Company, is also the Joint Head of Enterprise Development Group and Head of Life Sciences at Temasek International Pte. Ltd., which is an indirect wholly-owned subsidiary of Temasek.

Save as disclosed in this Circular, none of the Directors or Substantial Shareholders of the Company have any interest, direct or indirect, in the Pro-Rata Offering.

5. INDEPENDENT DIRECTORS’ RECOMMENDATIONS

The Independent Directors, having fully considered, inter alia, the rationale and terms of the Proposed Whitewash Resolution, and taking into account the advice of the IFA to the Independent Directors in relation to the Proposed Whitewash Resolution (as set out in the IFA Letter), are of the opinion that the Proposed Whitewash Resolution is in the best interests of the Independent Shareholders. Accordingly, they recommend that the Independent Shareholders vote in favour of the Proposed Whitewash Resolution at the EGM.

Syed Fidah Bin Ismail Alsagoff has recused himself from the deliberations by the Board in relation to the Proposed Whitewash Resolution and has abstained from making a recommendation to the Independent Shareholders on the Proposed Whitewash Resolution.

6. NON-INDEPENDENT SHAREHOLDERS TO ABSTAIN FROM VOTING

The Concert Party Group, and the Shareholders who are not regarded as independent of the Concert Party Group, shall abstain from voting on the Proposed Whitewash Resolution at the EGM.

7. EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on pages N-1 to N-3 to this Circular, will be held via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream) on 25 February 2021 at 7.30 p.m. (Singapore time), for the purpose of considering and, if thought fit, passing (with or without any modification) the Proposed Whitewash Resolution set out in the Notice of EGM.

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8. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who wish to vote on the resolution at the EGM must appoint the Chairman of the EGM as their proxy by completing the Proxy Form as attached to the Notice of EGM. Please note that by voting on the Proposed Whitewash Resolution, you confirm that you are not acting in concert with, and are independent of, the Concert Party Group for the purpose of approving the Proposed Whitewash Resolution.

Please refer to the alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the EGM as set out on pages N-1 to N-3 to this Circular.

A Shareholder will not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless he is shown to have Shares entered against his name in the register of members at least 72 hours before the EGM.

9. CONSENT

KPMG Corporate Finance Pte Ltd., the IFA, has given and has not withdrawn its written consent to the issue of this Circular, together with the IFA Letter as set out in Appendix A, with the inclusion in this Circular of its name, the IFA Letter and all references thereto, in the form and context in which it appears in the Circular.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the Company at 8 Temasek Boulevard, #24-02, Suntec Tower Three, Singapore 038988, by prior appointment during normal business hours on any weekday (public holidays excepted) from the date of this Circular up to and including the date of the EGM:

(a) the Subscription Agreement;

(b) the IFA Letter;

(d) the consent letter from the IFA as mentioned in paragraph 9 of this Circular; and

(e) the Constitution of the Company.

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Yours faithfully Tessa Therapeutics Ltd.

For and on behalf of the Board of Directors Jeffrey H. Buchalter

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LETTER TO SHAREHOLDERS

APPENDIX A

IFA LETTER

Page A-1

 KPMG Corporate Finance Pte Ltd. Telephone +65 6213 3388 16 Raffles Quay #22-00 Fax +65 6225 0984 Hong Leong Building Internet kpmg.com.sg Singapore 048581

The Independent Directors Our Your ref ref VS/JB Tessa Therapeutics Ltd 8 Temasek Boulevard Contact Vishal Sharma #24-02 +65 6213 2845 Suntec Tower Three Singapore 038988

10 February 2021

Dear Independent Directors

INDEPENDENT FINANCIAL ADVICE IN RELATION TO THE PROPOSED WHITEWASH RESOLUTION FOR WAIVER BY INDEPENDENT SHAREHOLDERS OF THEIR RIGHT TO RECEIVE A MANDATORY GENERAL OFFER FROM THE LEAD INVESTOR

For the purposes of this letter, capitalised terms not otherwise defined herein shall have the same meaning as given in the circular to the shareholders of Tessa Therapeutics Ltd (the “Company”) (the “Shareholders”) dated 10 February 2021 (the “Circular”)

1. INTRODUCTION

1.1 Overview

The Company had on 17 August 2020 issued a letter to all existing shareholders of the Company (the “Shareholders”), in relation to a proposed fund raising through the allotment and issuance of up to 1,538,657 new Ordinary Shares (the “Subscription Shares”) at US$48.7438 per Subscription Share to all Shareholders, so as to raise gross proceeds of up to US$75,000,000 (the “Transaction”). The Subscription Shares were offered to the Shareholders on the basis of 76 Subscription Shares for every 100 Ordinary Shares or preference shares, with fractional entitlements to be disregarded (the “Pro-Rata Offering”).

The Company, TLS Beta Pte. Ltd. (the “Lead Investor”), Orchid 2 Investments Pte. Ltd. (“Orchid 2”) and other investors had on 8 September 2020 entered into a subscription agreement for the subscription of the Subscription Shares (the “Subscription Agreement”).

Subject to the terms and conditions of the Subscription Agreement:

KPMG Corporate Finance Pte Ltd. (Registration No: 198500417D), a Singapore incorporated company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

(b) Orchid 2 has agreed to subscribe for 21,509 Subscription Shares.

Pursuant to the terms and conditions of the Subscription Agreement, completion of the subscription of the Subscription Shares will take place in two (2) tranches:

(i) at First Tranche Completion:

(1) the Lead Investor subscribed for 211,370 Subscription Shares;

(2) Orchid 2 subscribed for 21,509 Subscription Shares; and

(3) the other investors subscribed for 192,166 Subscription Shares collectively; and

(ii) at the second closing (the “Second Tranche Completion”), the Lead Investor will subscribe for 1,113,564 Subscription Shares (the “Second Tranche Subscription Shares”).

On 22 September 2020, the Company announced the completion of First Tranche Completion, and the allotment and issuance to the Lead Investor and Orchid 2 of 211,370 Subscription Shares and 21,509 Subscription Shares respectively. In connection with the Transaction, all holders of preference shares in the Company had also converted their preference shares into Ordinary Shares in the Company on 22 September 2020, on the basis of one (1) Ordinary Share for every one (1) preference share (the “Conversion”). Pursuant to the Conversion, each of the Lead Investor and Orchid 2 had converted their Series E preference shares into Ordinary Shares and were issued 226,234 Ordinary Shares and 28,280 Ordinary Shares respectively.

Under Rule 14 of the Code, except with the consent of the SIC, where:

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

On 4 February 2021, the SIC granted the Whitewash Waiver (as defined in the Circular) subject to, inter alia:

(b) the Company appointing an independent financial adviser to advise the Independent Shareholders on the Proposed Whitewash Resolution.

In accordance with the abovementioned requirements, KPMG Corporate Finance Pte Ltd (“KPMG Corporate Finance”) has been appointed as the independent financial adviser (“IFA”) to advise the independent directors of the Company (the “Independent Directors”) as to whether:

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

(a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution are fair and reasonable; and

(b) the Proposed Whitewash Resolution is fair and reasonable,

This letter sets out, inter alia, our views and evaluation of:

(a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and

(b) the Proposed Whitewash Resolution, and our Opinion thereon, and will form part of the circular dated 10 February 2021 to be issued by Tessa Therapeutics Ltd in relation to the Proposed Whitewash Resolution.

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

2. TERMS OF REFERENCE

Our responsibility is to provide the opinion as to whether (a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution are fair and reasonable; and (b) the Proposed Whitewash Resolution, is fair and reasonable (the “Opinion”).

Our Opinion is delivered for the use and benefit of the addressees of this letter (as appropriate) (the “Addressees”) for their deliberations on (a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and (b) the Proposed Whitewash Resolution, before arriving at a decision on the merits or demerits thereof, and in making any recommendations. We were not involved in any aspect of the negotiations pertaining to (a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and (b) the Proposed Whitewash Resolution, nor were we involved in the deliberations leading up to the decisions of and recommendations by the Addressees (as appropriate) to proceed with these. The decisions of and recommendations made by the Addressees (as appropriate) shall remain their sole responsibility.

We have not conducted a comprehensive review of the business, operations or financial conditions of Tessa Therapeutics Ltd. Our terms of reference also do not require us to evaluate or comment on the merits and/or risk, whether strategic, commercial, financial or otherwise, of the terms of the Transaction relating to (a) the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and (b) the Proposed Whitewash Resolution, or on the future prospects of Tessa Therapeutics Ltd and as such, we do not express opinions thereon. Such evaluations or comments remain the sole responsibility of the Addressees (as appropriate).

It is also not within our terms of reference to compare the relative merits of (a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and (b) the Proposed Whitewash Resolution to any alternative transactions previously considered by, or that may have been available to, Tessa Therapeutics Ltd or any alternative transactions that may be available in the future. Such evaluations or comments remain the sole responsibility of the Addressees (as appropriate), although we may draw upon their views or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our Opinion.

In addition, we have not made any independent evaluation or appraisal of the existing or proposed assets or liabilities (including without limitation, real property) of Tessa Therapeutics Ltd.

In formulating our Opinion, we have held discussions with the directors of the Company (the “Directors”) and its management team (the “Management”). We have considered the information contained in the Circular, publicly available information collated by us as well as information, both written and verbal, provided by the Management and the Addressees’ professional advisers, which may include solicitors, auditors, tax advisers and valuers. We have not independently verified such information, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of and do not accept any responsibility for the accuracy, completeness or adequacy of all such information, provided or otherwise made available to us or relied on by us. We have nevertheless made reasonable enquiries and

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

exercised our judgment on the reasonable use of such information and have found no reason to doubt the accuracy or reliability of the information.

We have relied upon the representation of the Directors including those who may have delegated detailed supervision of the Circular and (a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and (b) the Proposed Whitewash Resolution that they have taken all reasonable care to ensure that all information and facts, both written and verbal, as provided to us by the management and the Addressees’ professional advisers (which may include solicitors, auditors, tax advisers and valuers) and facts as stated in the Circular are fair and accurate in all material respects and all material information and facts have been disclosed to us, and that no material information and facts have been omitted, the omission of which would render any statement in the Circular, information and facts disclosed to us or our Opinion in this letter to be inaccurate, incomplete or misleading in any material respect. Accordingly, no representation or warranty, express or implied, is made and no responsibility is accepted by us concerning the accuracy, completeness or adequacy of all such information and facts.

Our Opinion is based upon market, economic, industry, monetary and other conditions (where applicable) in effect on the latest practicable date prior to the printing of the Circular, being 4 February 2021 (the “Latest Practicable Date”). Such conditions and information can change significantly over a relatively short period of time. We assume no responsibility to update, revise or reaffirm our Opinion in the light of any subsequent changes or developments after the Latest Practicable Date even if it may affect our Opinion contained herein.

In rendering our Opinion, we did not have regard to the general or specific investment objectives, financial situation, risk profiles, tax position or particular needs and constraints of any shareholder. As different shareholders would have different investment objectives and profiles, we would advise the Addressees (as appropriate) to recommend that any shareholder who may require specific advice in relation to his investment portfolio(s) should consult his or their stockbroker, bank manager, accountant or other professional advisers.

The Addressees (as appropriate) have been separately advised by their own professional advisers in the preparation of the Circular (other than this letter). We have no role or involvement and have not and will not provide any advice, financial or otherwise, whatsoever in the preparation, review and verification of the Circular (other than this letter). Accordingly, we take no responsibility for and express no views, expressed or implied, on the contents of the Circular (other than this letter).

Our Opinion should be considered in the context of the entirety of this letter and the Circular.

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

3. DETAILS CONCERNING THE PROPOSED WHITEWASH RESOLUTION

Information in relation to the Proposed Whitewash Resolution is set out in section 2 of the Circular.

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

4. OUR EVALUATION OF THE PROPOSED WHITEWASH RESOLUTION

In arriving at our Opinion in relation to:

(a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution; and

(b) the Proposed Whitewash Resolution, we have taken into consideration the following key factors:

4.1 Rationale for the Proposed Whitewash Resolution

Information in relation to the rationale for the Proposed Whitewash Waiver is set out in section 2.4 of the Circular and is extracted as follows:

‘The subscription by the Lead Investor of the Second Tranche Subscription Shares is part of an overall transaction to raise gross proceeds of up to US$75,000,000 through the issuance of up to 1,538,657 Shares. The initial Pro-Rata Offering was made to all Shareholders on the understanding that the Lead Investor will subscribe for all Subscription Shares not subscribed for by the Shareholders on First Tranche Completion. However, the Lead Investor’s obligation to proceed with the subscription of the Second Tranche Subscription Shares is in turn subject to the waiver by the Independent Shareholders of the requirement for the Lead Investor to make a mandatory offer pursuant to Rule 14 of the Code. The Directors are of the opinion that it is critical for the Group to complete the Transaction, in particular the subscription by the Lead Investor of the Second Tranche Subscription Shares, to ensure that the Group has sufficient working capital to meet its present requirements.’

The rationale has been reviewed and is considered to be reasonable.

4.2 The Pro-Rata Offering

4.2.1 Subscription Shares offered on a pro-rata basis

The offering of 1,538,657 Subscription Shares at US$48.7438 per Subscription Share:

(a) was undertaken on the basis of 76 Subscription Shares for every 100 Ordinary Shares or preference shares, with fractional entitlements to be disregarded (the “Pro-Rata Offering”); and

(b) was offered to all Shareholders on a pro-rata basis.

Notably, Shareholders are not prejudiced in the allocation of the Subscription Shares offered under the Pro-Rata Offering.

4.2.2 Nature of the Subscription Shares

We understand from management that the Subscription Shares (both the First Tranche Subscription Shares and the Second Tranche Subscription Shares), when allotted and issued,

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

rank pari passu with, and shall carry all rights similar to, the existing Shares, including without limitation, any dividend rights, allotment or other distribution rights.

4.2.3 Pricing of the Subscription Shares

For the purposes of our evaluation and illustration, we set out below a comparison of the issue price of US$48.7438 (the “Issue Price”) against the implied share price of the most recent capital raising round undertaken by Tessa Therapeutics Ltd – the Series E funding round:

Discount of Issue Amount No. of shares Implied share Funding round Date Price to implied (US$) issued price (US$) share price (%)

Series E Mar 2018 130,000,000 735,272 176.81 (72.43%)

Pro-Rata Offering Sep 2020 75,000,000 1,538,657 48.74

Source: Company

We observe that the Issue Price represents a discount of approximately 72.43% to the implied price for the most recent capital raising round, Series E.

In assessing the reasonableness of the Issue Price of US$48.7438 per Subscription Share, we have reviewed the salient statistics of completed rights issues undertaken by entities listed on the SGX-ST announced from March 2016 and up to the Latest Practicable Date.

For each completed precedent rights issue, we have considered the premium/discount implied by the issue price to the last traded price prior to the announcement date of the rights issue price. Being an unlisted company which is not traded on a consistent basis like the entities listed on the SGX-ST, we have compared the relevant premium/discount statistics to the most recent capital raising round undertaken by Tessa Therapeutics Ltd - the Series E funding round in March 2018 involving the issuance of 735,272 shares at an implied share price of US$176.81 to raise gross proceeds of US$130,000,000.

In addition to noting that Tessa Therapeutics Ltd is not listed and its shares do not trade on a consistent basis like the entities listed on the SGX-ST, we would also note that the circumstances of each entity are unique and that these entities may not be identical to Tessa Therapeutics Ltd in terms of business activities, size of operations, market capitalisation, asset base, risk profile, track record, future prospects and other criteria. Further the list of precedent rights issues is by no means exhaustive and information relating to the said entities was compiled from publicly available information. Therefore, any comparison serves as an illustrative guide only.

Premium / (Discount) Basis of the Date of LTP prior to Rights issue of issue price to last Company Rights Announcement Announcement price traded share price prior Issue to announcement (%)

Joyas International Holdings 8-Mar-16 6 for 1 $0.009 $0.0035 (61.11) Limited

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

Soilbuild Business Space REIT 19-Aug-16 1 for 10 $0.675 $0.6300 (6.67) Ley Choon Group Holdings 24-Feb-17 1 for 1 $0.048 $0.0150 (68.94) Limited Ascott Residence Trust 6-Mar-17 29 for 100 $1.170 $0.9190 (21.45) Nutryfarm International Limited 30-Mar-17 1 for 2 $0.220 $0.1000 (54.55) Advanced Systems Automation 30-Mar-17 5 for 1 $0.005 $0.0009 (82.00) Limited Pan-United Corporation Ltd 3-May-17 1 for 4 $0.730 $0.4300 (41.10) Maxi-Cash Financial Services 16-May-17 1 for 6 $0.182 $0.1700 (6.75) Corporation Ltd CDL Hospitality Trusts 27-Jun-17 20 for 100 $1.680 $1.2800 (23.81) CFM Holdings Limited 30-Jun-17 6 for 7 $0.030 $0.0150 (50.00) Mapletree Logistics Trust 28-Aug-17 1 for 10 $1.199 $1.1450 (4.50) Management Ltd. Manulife US Real Estate 2-Sep-17 41 for 100 US$ 0.965 US$ 0.6950 (27.98) Investment Trust(1) Cache Logistics Trust 4-Sep-17 18 for 100 $0.880 $0.6320 (28.18) CapitaLand Commercial Trust 21-Sep-17 166 for 1000 $1.695 $1.3630 (19.59) Maxi-Cash Financial Services 9-Nov-17 1 for 10 $0.171 $0.1600 (6.32) Corporation Ltd Nam Cheong Limited 4-Dec-17 1 for 1 $0.020 $0.0140 (30.00) Progen Holdings Limited 1-Dec-17 1 for 2 $0.071 $0.0450 (36.62) Lifebrandz Ltd 18-Dec-17 2 for 1 $0.034 $0.0150 (55.88) Raffles Education Corporation 18-Dec-17 3 for 10 $0.250 $0.1400 (44.00) Limited JB Foods Limited 20-Dec-17 1 for 3 $0.580 $0.2500 (56.90) SingHaiyi Group Ltd 26-Dec-17 1 for 2 $0.120 $0.1000 (16.67) Global Yellow Pages Limited 14-Feb-18 1 for 5 $0.160 $0.2000 25.00 Rich Capital Holdings Limited 14-Feb-18 1 for 1 $0.009 $0.0070 (22.22) (f.k.a. Infinio Group Limited) Global Dragon Limited (f.n.a. TMC 27-Feb-18 3 for 1 $0.098 $0.0675 (31.12) Education Corporation Ltd) Singapore Medical Group Limited 1-Mar-18 1 for 20 $0.560 $0.4800 (14.29) 3Cnergy Limited 2-Mar-18 1 for 1 $0.040 $0.0220 (45.00) Frasers Logistics & Industrial 23-Apr-18 1 for 10 $1.042 $0.9670 (7.19) Trust Hotel Royal Limited 11-May-18 1 for 5 $4.000 $3.0000 (25.00) Manulife US Real Investment 16-May-18 22 for 100 US$ 0.926 US$ 0.8650 (6.57) Trust Moya Holdings Asia Limited 22-May-18 1 for 2 $0.095 $0.0950 0.00 International Press Softcom 1-Jun-18 2 for 3 $0.012 $0.0110 (8.33) Limited Hong Leong Asia Ltd 14-Aug-18 1 for 1 $0.820 $0.5400 (34.15) OUE Commercial REIT 10-Sep-18 83 for 100 $0.665 $0.4560 (31.43) OUE Lippo Healthcare Limited 18-Sep-18 1 for 1 $0.120 $0.0675 (43.75) BH Global Corporation Limited 28-Sep-18 3 for 2 $0.160 $0.0850 (46.88) Arion Entertainment Singapore 29-Sep-18 1 for 1 $0.010 $0.0080 (20.00) Limited Keppel-KBS US REIT 22-Oct-18 295 for 1000 US$0.715 US$0.5000 (30.07) Management Pte. Ltd.(4) Cromwell European REIT(5) 31-Oct-18 38 for 100 €0.545 €0.373 (31.56) Manhattan Resources Limited 16-Nov-18 1 for 1 $0.080 $0.0245 (69.38) FSL Trust Management Pte. Ltd. 26-Nov-18 3 for 2 $0.066 $0.0450 (31.82) TEE International Limited 29-Nov-18 38 for 100 $0.183 $0.1000 (45.36) China Star Food Group Limited 10-Dec-18 1 for 1 $0.039 $0.0150 (61.54) Lifebrandz Ltd 14-Dec-18 1 for 2 $0.013 $0.0070 (46.15) Sapphire Corporation Limited 30-Dec-18 1 for 4 $0.144 $0.1280 (11.11) Global Dragon Limited (f.n.a. TMC 31-Dec-18 1 for 3 $0.060 $0.0675 12.50 Education Corporation Ltd) Raffles United Holdings Ltd 9-Jan-19 1 for 1 $0.082 $0.0500 (39.02)

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

Soilbuild Construction Group Ltd. 9-May-19 1 for 4 $0.080 $0.073 (8.77) AsiaMedic Limited 15-May-19 4 for 1 $0.013 $0.0120 (7.69) ESR-REIT 17-Jun-19 1 for 16 $0.565 $0.515 (8.85) Alpha Energy Holdings Limited 29-Jun-19 1 for 4 $0.054 $0.0140 (74.07) Chip Eng Seng Corporation Ltd 22-Aug-19 1 for 1 $0.680 $0.6300 (7.35) The Trendlines Group Ltd. 26-Sep-19 1 for 9 $0.088 $0.1050 19.32 Ascendas REIT 1-Nov-19 16 for 100 $3.170 $2.6300 (17.03) Synagie Corporation Ltd 8-Nov-19 3 for 20 $0.139 $0.1000 (28.06) Japfa Ltd. 18-Dec-19 1 for 10 $0.575 $0.5000 (13.04) Singapore Airlines Limited 26-Mar-20 3 for 2 $6.500 $3.0000 (53.85) Sembcorp Marine Ltd 8-Jun-20 5 for 1 $0.740 $0.2000 (72.97) Leader Environmental 12-Jun-20 4 for 5 $0.055 $0.0150 (72.73) Technologies Limited Lippo Malls Indonesia Retail Trust 18-Sep-20 160 for 100 $0.115 $0.0600 (47.83) Hong Lai Huat Group Limited 4-Dec-20 4 for 3 $0.143 $0.0910 (36.36) First REIT 28-Dec-20 98 for 100 $0.405 $0.2000 (50.62) mm2 Asia Ltd. 3-Feb-21 1 for 1 $0.120 $0.0470 (60.83)

Max 25.00 Min (82.00) Median (30.60) Mean (31.42)

Premium / (Discount) Tessa Therapeutics Ltd - Issue Price of Issue Price to Funding Rounds (US$) implied share price (%)

Series E $48.74 (72.43)

Sources: Company, Capital IQ, announcements and/or circulars of the respective companies and KPMG analysis

Based on the table above, we observe that the discount of approximately 72.43% of the Issue Price to the implied pricing of the most recent capital raising round undertaken by Tessa Therapeutics Ltd – the Series E funding round in March 2018 involving the issuance of 735,272 shares at an implied share price of US$176.81 to raise gross proceeds of US$130,000,000 – is greater than the median discount of 30.60% of the selected precedent rights issues and is close to the maximum discount of 82.00% of the selected precedent rights issues.

Given the Issue Price is close to the maximum discount exhibited in the selected precedent rights issues, we have made enquiries with the Management and understand that subsequent to the Series E funding round in March 2018, the estimated future cash flows of the Company and accordingly, the current valuation assessment, have been negatively impacted by:

(a) the Company discontinuing its lead Phase III NPC asset (TT10) which, given its late stage of clinical development and intended launch in the near term, was expected to contribute a significant portion of the Company’s near term revenue;

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

(b) the Company discontinuing its TT12 program in HPV-associated cancers, due to commercial and manufacturing reasons; and

(c) the Company experiencing delays in progressing its lymphoma clinical programs, namely TT11 and TT11x, due to the COVID-19 pandemic.

In addition to above, we note that the issue price of US$48.7438 was arrived at following arm’s length negotiations between the Company and the Lead Investor. Further, the Company entered into a loan agreement with the Lead Investor dated 25 November 2020 in the amount of US$30.0 million, with an annual simple interest rate of eight (8) percent, in order to provide the Company with temporary liquidity until the Second Tranche Completion so as to bridge the temporary funding gap due to a delay in expected financing.

Potential dilution

The details of the illustrative potential dilution arising from the allotment and issuance of the Second Tranche Subscription Shares upon Second Tranche Completion is found in section 2.6 of the Circular and is extracted beneath:

As at the Latest Practicable Date Immediately after the allotment and issuance of the Second Tranche Subscription Shares Number of %(1) (3) Number of %(2) (3) Shares Shares Concert Party 502,393 20.04 1,615,957 44.63 Group Independent 2,004,588 79.96 2,004,588 55.37 Shareholders Total 2,506,981 100.00 3,620,545 100.00

Notes:

(1) Based on 2,506,981 issued Shares as at the Latest Practicable Date.

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

In the event the Proposed Whitewash Resolution is passed by a majority of the Independent Shareholders, the Concert Party Group will potentially increase their aggregate shareholding in Tessa Therapeutics Ltd from 20.04% to 44.63%.

Independent Shareholders should note that the Concert Party Group will continue to be subject to the obligations under Rule 14 of the Take-over Code to make a general offer if it was to increase its voting rights in Tessa Therapeutics Ltd by more than 1.0% in any period of six months.

4.3 Abstention from voting

The Concert Party Group, and the Shareholders who are not regarded as independent of the Concert Party Group, shall abstain from voting on the Proposed Whitewash Resolution at the EGM.

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

5. OUR OPINION

(i) The rationale is considered to be reasonable.

(iii) The Subscription Shares, when allotted and issued, will rank pari passu with, and shall carry all rights similar to, the existing Shares.

b. the Company discontinuing its TT12 program in HPV-associated cancers, due to commercial and manufacturing reasons; and

c. the Company experiencing delays in progressing its lymphoma clinical programs, namely TT11 and TT11x, due to the COVID-19 pandemic,

(v) In the event the Proposed Whitewash Resolution is passed by a majority of the Independent Shareholders, the Concert Party Group will potentially increase their aggregate shareholding in Tessa Therapeutics Ltd from 20.04% to 44.63%. Whilst this is the case, the Concert Party Group will continue to be subject to the obligations under Rule 14 of the Take-over Code to make a general offer if it was to increase its voting rights in Tessa Therapeutics Ltd by more than 1.0% in any period of six months.

Based on the considerations set out above in this letter and subject to the qualifications and assumptions herein, we are of the view that:

Tessa Therapeutics Ltd Independent Financial Advice 10 February 2021

(a) the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution are fair and reasonable; and

(b) the Proposed Whitewash Resolution is fair and reasonable.

This Opinion is addressed to the Independent Directors of Tessa Therapeutics Ltd for their use and benefit, in connection with and for the purpose of their consideration of the terms of the Transaction relating to the subscription of the Second Tranche Subscription Shares, being the subject of the Proposed Whitewash Resolution, and the Proposed Whitewash Resolution.

The recommendations to be made by the Independent Directors to the shareholders shall remain their responsibility.

A copy of this letter may be reproduced in the Circular.

Our Opinion is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

Yours truly,

for and on behalf of

KPMG Corporate Finance Pte Ltd

NOTICE OF EXTRAORDINARY GENERAL MEETING

TESSA THERAPEUTICS LTD. (Incorporated in the Republic of Singapore) (Company Registration Number: 201120185N) (the "Company")

Unless otherwise defined, all capitalised terms herein shall bear the same meaning as used in the circular dated 10 February 2021 issued by the Company to its shareholders ("Circular").

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company will be held by way of electronic means on Thursday, 25 February 2021 at 7.30 p.m. (Singapore time) to transact the following business:

ORDINARY RESOLUTION:-

1. PROPOSED WHITEWASH RESOLUTION

(a) Subject to and contingent upon the conditions in the letter from the Securities Industry Council dated 4 February 2021 being fulfilled, the Independent Shareholders do hereby, unconditionally and irrevocably waive their right to receive a mandatory general offer from the Lead Investor in accordance with Rule 14 of the Singapore Code on Take- overs and Mergers, for all the shares in the capital of the Company in issue at the highest price per share paid or agreed to be paid by the Concert Party Group in the six (6) months preceding the commencement of the offer which the Lead Investor would have otherwise been obliged to make for such shares in accordance with Rule 14 of the Code, as a result of the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor;

(b) any Director be and is hereby authorised to take all such steps as he deems fit to give effect to the above resolutions including without limitation, reviewing and approving (i) any amendment, alteration or modification to any of the documents in connection with the Proposed Whitewash Resolution (the "Documents"), and (ii) the final form of the Documents (the signing thereof to be conclusive evidence of such approval) and where required, executing on behalf of the Company the Documents and all other documents required in connection with, relating to, or for the purposes of, or ancillary to, the abovementioned resolutions; and

(c) any action already taken by any Director in connection with or in contemplation of matters referred to in the above resolutions be and is hereby approved, confirmed and ratified.

By Order of the Board

Wong Jun Ming Company Secretary 10 February 2021

IMPORTANT: PLEASE READ THE NOTES ON THE FOLLOWING PAGES

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes to Notice of Extraordinary General Meeting:

1. Measures to Minimise Risk of Community Spread of 2019 Novel Coronavirus ("Covid-19"):

This EGM will be held by electronic means pursuant to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Notice, this Circular and Proxy Form will be sent by ordinary post to shareholders.

In view of the evolving Covid-19 situation, the Company is arranging for a live webcast and live audio feed of the Extraordinary General Meeting proceedings (the "Live EGM Webcast" or the "Live EGM Audio Feed") which will take place on Thursday, 25 February 2021 at 7.30 p.m. (Singapore time) ("EGM") in place of a physical EGM. Shareholders will be able to watch and/or listen to the EGM proceedings through the Live EGM Webcast or the Live Audio Feed, and the Company will not accept any physical attendance by shareholders. Any shareholder seeking to attend the EGM physically in person will be turned away.

Shareholders will be able to participate in the EGM in following manner set out in the paragraphs below.

(a) Live EGM Webcast and Live EGM Audio Feed:

Shareholders may watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM Audio Feed. To do so, shareholders will need to pre-register at www.tessacell.com/egm (the "Registration Link") by 7.30 p.m. on 22 February 2021 (Singapore time) (the "Registration Deadline") to enable the Company to verify their status.

Following verification, authenticated shareholders will receive an email by 7.30 p.m. on 23 February 2021 (Singapore time) containing a link to access the Live EGM Webcast or a toll-free telephone number to access the Live EGM Audio Feed.

Shareholders must not forward the abovementioned link or telephone number to other persons who are not shareholders of the Company and who are not entitled to attend the EGM. This is also to avoid any technical disruptions or overload to the Live EGM Webcast and the Live EGM Audio Feed. Only one person will be allowed to the Live EGM Webcast per registration.

Shareholders who register by the Registration Deadline but do not receive an email response by 7.30 p.m. on 23 February 2021 (Singapore time) may contact the Company by email at [email protected] for assistance.

(b) Submission of Proxy Forms to Vote:

Shareholders will not be able to vote online or through the Live EGM Webcast or the Live EGM Audio Feed on the resolutions to be tabled for approval at the EGM. Shareholders who wish to exercise their votes must submit a proxy form to appoint the Chairman of the EGM to cast votes on their behalf.

Shareholders (whether individual or corporate) appointing the Chairman of the EGM as proxy must give specific instructions as to his manner of voting, or abstentions from voting, in the proxy form, failing which the appointment will be treated as invalid.

Please note that by voting on the Proposed Whitewash Resolution, you confirm that you are not acting in concert with, and are independent of, the Concert Party Group for the purpose of approving the Proposed Whitewash Resolution.

The proxy form (a copy of which is also attached hereto), duly completed and signed, must be submitted via email to the Company at [email protected] by 7.30 p.m. on 22 February 2021 (Singapore time), being 72 hours before the time appointed for holding the EGM.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Please note that shareholders will not be able to ask questions at the EGM during the Live EGM Webcast or the Live EGM Audio Feed, and therefore it is important for shareholders to pre-register their participation in order to be able to submit their questions in advance of the EGM.

Shareholders may submit questions relating to the items on the agenda of the EGM. All questions must be submitted by the Registration Deadline via the Registration Link or via email to [email protected]. The Company will endeavour to address the substantial and relevant questions before or at the EGM.

(d) Other Notes:

As the Covid-19 pandemic continues to evolve, further measures and/or changes to the EGM arrangements may be made on short notice in the ensuing days, even up to the day of the EGM. Please check our Company website at www.tessacell.com/egm for updates. The Company seeks the understanding and cooperation of all shareholders in enabling the Company to hold the EGM with the optimum safe distancing measures to minimise the risk of community spread of Covid-19.

2. Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (a) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, rules, regulations and/or guidelines (collectively, the "Purposes"), (b) warrants that where the member discloses the personal data of the member’s proxy(ies) and/ or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes.

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TESSA THERAPEUTICS LTD. (Incorporated in the Republic of Singapore) (Company Registration Number: 201120185N) (the "Company")

EXTRAORDINARY GENERAL MEETING PROXY FORM

IMPORTANT:

The Extraordinary General Meeting ("EGM") is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of the Notice of EGM, this Circular and Proxy Form will be sent by ordinary post to members.

Alternative arrangements relating to, among others, attendance, submission of questions in advance and/voting by proxy at the EGM are set out in the Company’s Notice of EGM.

A member will not be able to attend the EGM in person. A member (whether individual or corporate) must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM if such member wishes to exercise his/her/its voting rights at the EGM. Where a member (whether individual or corporate) appoints the Chairman of the EGM as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid.

I/We,______(member’s name) ______(member’s NRIC/Passport Number/Company Registration Number) being a Member of the above-named Company hereby appoint the Chairman of the EGM, as my/our proxy to attend, speak and vote for me/us on my/our behalf, at the EGM of the Company to be convened and held by way of electronic means on Thursday, 25 February 2021 at 7.30 p.m. (Singapore time) and at any adjournment thereof.

I/We direct my/our proxy to vote for or against or abstain from voting for the resolutions to be proposed at the EGM as indicated hereunder.

No. Resolution For* Against* Abstain*

1. Ordinary Resolution To approve the Proposed Whitewash Waiver

* Voting will be conducted by poll. If you wish the Chairman of the Meeting as your proxy to cast all your votes "For" or "Against" a resolution, please indicate with a "√" in the "For" or "Against" box provided in respect of that resolution. Alternatively, please indicate the number of votes "For" or "Against" in the "For" or "Against" box in respect of that resolution. If you wish the Chairman of the Meeting as your proxy to abstain from voting on a resolution, please indicate with a "√" in the "Abstain" box provided in respect of that resolution. Alternatively, please indicate the number of shares that the Chairman of the Meeting as your proxy is directed to abstain from voting in the "Abstain" box in respect of that resolution. In the absence of specific directions in respect of a resolution, the appointment of the Chairman of the Meeting as your proxy for that resolution will be treated as invalid.

Dated this day of 2021

Total Number of Shares in the Register of Members

……………………………………………… Signature of Member or Authorised Signatory of Corporate Shareholder

IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM ON THE REVERSE PAGE

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NOTES TO PROXY FORM:

1. Due to the current Covid-19 restriction orders in Singapore, a member will not be able to attend the EGM in person. If a member (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM. This Proxy Form will be posted to the members. In appointing the Chairman of the Meeting as proxy, a member must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

2. The Chairman of the Meeting, as proxy, need not be a member of the Company.

3. Please insert the total number of shares held by you. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

4. The Proxy Form appointing the Chairman of the Meeting as proxy must be submitted via email to the Company at [email protected] by 7.30 p.m. on 22 February 2021 (Singapore time), being 72 hours before the time appointed for holding the EGM.

5. Please note that by voting on the Proposed Whitewash Resolution, you confirm that you are not acting in concert with, and are independent of, the Concert Party Group for the purpose of approving the Proposed Whitewash Resolution.

6. A member who wishes to submit a Proxy Form may use either the physical Proxy Form that was sent to them or download the form from the Company's website at www.tessacell.com/egm, complete and sign the Proxy Form, before scanning and sending it by email to the email address provided above.

7. The Proxy Form appointing the Chairman of the Meeting as proxy must be executed under the hand of the appointor or of his/her attorney duly authorised in writing. Where the Proxy Form appointing the Chairman of the Meeting as proxy is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

8. The Company shall be entitled to reject the instrument appointing a proxy if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy.

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