6 June 2016

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This announcement is an advertisement and not a prospectus or admission document and does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation is unlawful. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of the information in the admission document dated 3 June 2016 (the (Admission Document) published by Mereo BioPharma Group plc (Mereo or the Company and, together with its subsidiaries, the Group) in connection with the admission of its ordinary shares (Ordinary Shares) to trading on the AIM market of the London Stock Exchange plc (Admission). Copies of the Admission Document will be available for inspection for a period of 12 months from the date of Admission at the offices of Proskauer Rose (UK) LLP.

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Mereo BioPharma Group plc

Proposed Admission to trading on AIM and a further Capital Raise of £14.8m

 A clinical stage, UK-based, biopharmaceutical company founded in March 2015 with a focus on rare and specialty disease areas  Initial portfolio of three Phase 2 product candidates from ; the Company has already commenced two new Phase 2 clinical studies in 2016 and intends to commence registration studies with lead product candidate BPS-804 during H2 2016  Leveraging an early mover advantage in a new model for pharmaceutical development coupled with a flexible strategy to realising downstream value  Highly experienced management team building a scalable business and backed by leading institutional shareholders  The proceeds of the Private Placement and convertible loan (together, the Capital Raise) will provide additional funds to the £76.5 million committed in July 2015. Together this will allow the Group to bring its existing product candidates through significant potential value inflection points

Mereo, a UK-based specialty biopharmaceutical company, is pleased to announce that it expects Admission of its Ordinary Shares to trading on AIM to take effect on 9 June 2016. The Company has also completed a supplementary Capital Raise with total gross proceeds of £14.8 million comprised of a private placement of its Ordinary Shares raising gross proceeds of £11.35 million at a price of £2.21 per Ordinary Share (the Private Placement) and a cash investment by existing shareholder Novartis by way of a convertible loan, in the amount of £3.46 million. The Capital Raise follows a private placement in July 2015 when the Company received £20 million, with a further £56.5 million committed. Trading in Mereo’s Ordinary Shares on the AIM market of the London Stock Exchange is expected to commence at 8:00am on 9 June 2016 under the ticker symbol “MPH” with ISIN GB00BZ4G2K23.

The Group’s focus is on the development of innovative medicines that aim to address unmet medical needs in rare and specialty disease areas and improve patient quality of life. The Group seeks to selectively acquire

clinical-stage product candidates with demonstrated clinically meaningful data from large pharmaceutical companies and to further develop these product candidates to subsequent key value inflection points or to commercialisation. The Group is an early adopter of a novel business model that aligns its interests with those of large pharmaceutical companies.

In July 2015, the Group acquired three Phase 2 product candidates which comprise its initial portfolio from Novartis, a global pharmaceutical company with a history of robust product development and a reputation for product study data quality and secured £76.5 million (US$118 million), gross proceeds, by way of an initial private placement of its Ordinary Shares. Since that time the Company has initiated a Phase 2 study and a Phase 2b study in relation to two of the product candidates in 2016 and intends to commence registration studies during H2 2016 for the third product candidate. In the near term, the Group aims to further develop this portfolio, while in the medium to long term the Group intends to build a broader pipeline of product candidates which fulfil Mereo’s selection criteria.

Commenting on today’s announcement, Denise Scots-Knight, Chief Executive Officer of Mereo, said:

“We are very excited to be joining AIM, allowing the Company to take the next logical step towards realising our vision of becoming a leading speciality biopharma company. On Admission we will have raised over £90 million from institutional investors since July 2015 which has allowed us to acquire three carefully selected clinical stage pipeline assets from Novartis and subsequently advance these product candidates, including through the initiation of two new clinical studies. Our strategy is to build, over time, a diverse portfolio, and having publically-traded shares, will provide additional flexibility to secure the next product candidates which are likely to be primarily sourced from large pharmaceutical companies. Such product candidates are expected to have compelling market potential, robust preclinical, clinical and manufacturing data packages, and a clear path to a significant value inflection point. We also aim to retain optionality on how we realise value from each asset downstream.”

“We would like to thank our existing and new shareholders who have participated in the supplemental Capital Raise we have announced today. We now have sufficient funding in the near to medium term to significantly advance the clinical development for the three initial product candidates in our pipeline to potential significant value inflection points.”

“We are well positioned to leverage our early mover advantage in a novel business model that aligns our interests with those of large pharmaceutical companies for drug development and we are confident that we have the right ingredients and experience to build a scalable and sustainable specialty pharmaceutical business”

Admission Highlights

 Admission to the AIM market of the London Stock Exchange and the commencement of trading in the Ordinary Shares is expected to take place at 8:00am on 9 June 2016 under the ticker “MPH”  The Company has completed a Capital Raise of £14.8 million comprised of a Private Placement of its Ordinary Shares and a cash investment by Novartis by way of a convertible loan  The Capital Raise follows a private placement in July 2015 when the Company raised £20 million, with a further £56.5 million committed  The Private Placement announced today was completed at a price of £2.21 per Ordinary Share  The Directors believe the Capital Raise will provide additional funds to allow the Group to bring its product candidates to the next stage of development

RBC Capital Markets is acting as Global Coordinator, Private Placement Agent and Broker to the Company and Cantor Fitzgerald Europe is acting as Nominated Adviser, Private Placement Agent and Broker. Evercore is acting as Financial Adviser to the Company.

Key Strengths of the Company

Product candidates’ selection based on strong scientific rationale and a clear path to significant value generating inflection points- clinical progress achieved since the private placement in July 2015:

 All three product candidates in the existing portfolio have demonstrated proof of concept in their targeted indications and have been well tolerated in studies to date

 Diversified investment risk as each of the Group’s initial product candidates has different mechanisms of action, regulatory frameworks and pricing and reimbursement considerations o BPS-804 is being developed for the prevention of fractures resulting from osteogenesis imperfecta (brittle bone disease) . Recurrent fractures are the key clinical issue faced by these patients. . In March 2016 the Company announced that the U.S. Food and Drug Administration (FDA) has granted BPS-804 orphan drug designation and in May 2016 received a positive opinion of the COMP with respect to orphan drug designation for BPS-804 in the European Union . The Company intends to commence a registration trial for BPS-804 in H2 2016. o BCT-197, is being developed to treat inflammation in patients with an acute exacerbation of chronic obstructive pulmonary disease (AECOPD) . The treatment aim is to ultimately reduce an AECOPD patient’s hospital stay whereas current treatments for AECOPD are supportive therapies that do not treat the underlying disease . Mereo has initiated a Phase 2 dose ranging trial in 255 patients with data expected in the second half of 2017 o BGS-649 is a once weekly pill to restore normal testosterone levels . Oral delivery is designed to be more convenient than the intramuscular injections, gels and patches containing testosterone that are currently used to treat hypogonadal hypogonadism . Based on the mechanism of action of BGS-649 it is expected by the Directors to have a better safety profile . Mereo has initiated a Phase 2b dose confirmation trial in approximately 260 patients in the first half of 2016 with data expected in the second half of 2017

Early mover advantage in a new model of pharmaceutical development

 Profit and loss pressure is limiting large pharmaceutical companies’ ability to fund their entire pipeline of research and development stage assets  The selective acquisition of product candidates and subsequent funding of development by the Group provides large pharmaceutical companies with a share in the upside of product candidates whilst easing income statement pressures  The Group’s business model can be scaled for future purchase of asset portfolios or individual product candidates

Highly experienced management team and board

 Extensive experience in the pharmaceutical and biotechnology sector, both in development, manufacturing and commercialisation of product candidates  Long-standing relationships with senior officers of global pharmaceutical companies, which the Directors believe will facilitate the sourcing and acquisition of future product candidates

Backed by leading institutional shareholders

 Backed by leading institutional shareholders, Invesco and Woodford, each of which has significant pharmaceutical and biotechnology industry knowledge, relationships and a history of long-term supportive investments. Both participated in an equity financing round in July 2015, committing c. £76.5 million (US$118 million)  Novartis holds a 19.5% stake immediately prior to Admission and is expected to hold a stake in the Company of 19.5% following Admission

Strategy

Advance the initial pipeline product candidates through the clinical pathway

 Phase 2 dose ranging trial of BCT-197 in AECOPD patients has commenced, with results expected to be reported in H2 2017  Phase 2b dose confirmation trial of BGS-649 is underway. Results expected to be reported in H2 2017

 Commence registration trial of BPS-804 in H2 2016. It is expected that interim results from this study will be available in H1 2018. The Company received orphan designation for BPS-804 in the United States in March 2016 and received a positive opinion of the COMP with respect to orphan drug designation for the product in the European Union.

Realise value of product portfolio through multiple avenues

 The Group has global commercialisation rights for all of its initial product candidates  Flexibility to out-license, sell, commercialise or combine various strategies to maximise value for each current product candidate

Leverage existing business model for future scaling up of product portfolio

 Plan to selectively acquire additional novel product candidates with demonstrated clinically meaningful data from large pharmaceutical companies  Focus on building a diverse portfolio with product candidates that have compelling market potential, robust preclinical, clinical and manufacturing data packages, and a clear path to a significant value inflection point, with a particular focus on rare and orphan diseases

Enquiries:

Mereo BioPharma Group plc +44 (0)333 023 7319 Denise Scots-Knight, Chief Executive Officer Richard Bungay, Chief Financial Officer & COO

Global Co-ordinator, Private Placement Agent +44 (0)20 7653 4000 and Broker RBC Capital Markets Paul Tomasic Rupert Walford Thomas Stockman Laura White

Nominated Adviser, Private Placement Agent +44 (0)20 7894 7000 and Broker Cantor Fitzgerald Europe Phil Davies Will Goode Rick Thompson Callum Butterfield

Financial Adviser to the Company +44 (0)20 7653 6000 Evercore Julian Oakley Tom Watson

Public Relations Adviser to Mereo Biopharma +44 (0)20 3727 1000 FTI Consulting Ben Atwell Simon Conway Brett Pollard

NOTES TO EDITORS

1. History and development of the Group

Mereo is a UK-based specialty biopharmaceutical company focused on the development of innovative medicines that aim to address unmet medical needs in rare and specialty disease areas and improve patient quality of life. The Company is the holding company of the Group. The Company has three wholly owned subsidiaries, Mereo BioPharma 1 Limited, which is responsible for future development of BCT-197, Mereo BioPharma 2 Limited , which is responsible for future development of BGS-649, and Mereo BioPharma 3

Limited, which is responsible for future development of BPS-804. The Group will seek to selectively acquire clinical-stage product candidates with demonstrated clinically meaningful data from large pharmaceutical companies and to further develop these product candidates to subsequent key value inflection points or to commercialisation. The Group is an early adopter of a novel business model that aligns its interests with those of large pharmaceutical companies. By selectively acquiring and further developing promising product candidates, the Group and its product candidate provider can jointly participate in the value realisation through any future sale, licensing or commercialisation of the product candidate. Since its inception in March 2015, the Group has acquired three product candidates from Novartis, which comprise its initial portfolio. In the near term, the Group aims to develop this existing portfolio, while in the medium to long-term the Group intends to build a broader pipeline of product candidates which fulfil Mereo’s selection criteria. Ultimately, Mereo’s goal is to leverage its innovative business model and resources to develop additional product candidates that address a broad range of rare and specialty diseases with significant unmet clinical needs and to become an innovative leader in the specialty biopharmaceutical sector.

Mereo’s senior management has extensive experience in the pharmaceutical and biotechnology sector in investment in and development, manufacturing and commercialisation of product candidates in multiple therapeutic areas. The Company also benefits from a strong board of directors that is comprised primarily of current and former senior leaders in the pharmaceutical and biotechnology industry.

The Company is backed by leading institutional shareholders Invesco Perpetual High Income Fund and Invesco Perpetual UK Strategic Income Fund (together, Invesco) and CF Woodford Equity Income Fund and Woodford Patient Capital Trust (together, Woodford), each of which has significant pharmaceutical and biotechnology industry knowledge and relationships and a history of long-term supportive investments. Both participated in an equity financing round in July 2015, committing £76.5 million, with £20 million funded upon closing of the financing round. In addition, Novartis holds a stake in the Company of 19.5% immediately prior to Admission and is expected to hold a stake in the Company of 19.5% following Admission, thus ensuring alignment of interests.

The Company is incorporated in England and Wales, and the Group has its headquarters in London.

2. The Mereo business model

Mereo’s business model is highly flexible and scalable, allowing efficient integration of new product candidates. The Group has an efficient and light infrastructure, including a services agreement with ICON Clinical Research, a leading global Clinical Research Organisation, to assist with the clinical development of its initial portfolio. The Group intends to leverage its global network of experts with expertise across multiple clinical disciplines to optimise the development strategies for the selected product candidates. Mereo’s Directors and senior management have longstanding relationships with senior executives of large pharmaceutical companies, which the Directors believe will enhance the Group’s process for identifying and acquiring additional product candidates. The Group’s alignment of interests with product candidate providers can be enhanced by its flexibility to use alternative transaction structures, including those in which the Group does not make an upfront cash payment for product candidate acquisitions and a pharmaceutical company retains economic interest in a product candidate, including through potential equity participation.

Mereo has a highly disciplined approach in acquiring selective product candidates for further development. The product candidates will typically originate from large pharmaceutical companies in rare and specialty indications with unmet medical need and compelling market potential. Additionally, the product candidates need to have a strong scientific rationale, demonstrated clinically meaningful data, a clear and manageable clinical and regulatory strategy and a favourable competitive landscape. This is exemplified by Mereo’s initial pipeline, which comprises three well characterised, novel clinical Phase 2 product candidates acquired from Novartis in July 2015: BCT-197 for (AECOPD), BGS-649 for hypogonadal hypogonadism in obese men and BPS-804 for osteogenesis imperfecta. Each product candidate has a strong pre-clinical and clinical dataset, including clinically meaningful results for the relevant indication. Further, because BCT-197, BGS-649 and BPS-804 are in different drug classes and are for different indications, the risk profile of the portfolio is well diversified enabling the Group to optimise the commercial strategy for each product candidate based on clinical trial results.

3. Current product portfolio

BCT-197 is being developed to treat inflammation in patients with an acute exacerbation of chronic obstructive pulmonary disease. Chronic obstructive pulmonary disease (COPD) is a non-fully reversible, progressive lung disease that was the third largest cause of death in the world in 2010 according to the Global Burden of Disease Study, resulting in annual direct and indirect costs of approximately $50 billion in

the United States, and the WHO forecasts that it will remain the third largest cause of death in the world in 2030. On average, COPD patients suffer one to three AECOPDs per year. Current treatments for AECOPD are supportive therapies that do not treat the underlying disease and corticosteroids have been the long- standing mainstay of treatment for AECOPD. Inflammation is a key feature of AECOPDs, and the Group’s product candidate BCT-197 aims to deliver tangible benefits for patients and payers by improving symptoms and potentially resulting in shorter hospital stays with fewer readmissions. Other p38 MAP kinase inhibitors under development for COPD include GlaxoSmithKline’s losmapimod and AstraZeneca’s AZD7624.

BGS-649 is being developed for hypogonadal hypogonadism in obese men. Hypogonadal hypogonadism is a clinical syndrome that results from inadequate levels of testosterone. Current treatment for hypogonadal hypogonadism is testosterone replacement therapy by intramuscular injection, gel or patches. Testosterone replacement is associated with significant side effects, including excessively high levels of testosterone, which has been associated with higher risk of stroke and heart attack. The Group’s product candidate BGS- 649 aims to restore normal levels of testosterone without causing excessively high testosterone levels and is being developed as a once-weekly pill, conferring potential safety and convenience benefits as compared to current testosterone treatments. There are currently several other products under development for hypogonadal hypogonadism that are not testosterone replacement therapies, including Repros’ Androxal and Takeda’s TAK-448. Takeda’s product is currently in Phase 2. Repros submitted an NDA for Androxal but on 1 December 2015, announced that it received a complete response letter from the FDA stating that the NDA cannot be approved in the present form and recommending that Repros conduct one or more additional Phase 3 studies to support approval in the target population.

BPS-804 is being developed for osteogenesis imperfecta, a chronic genetic disorder that results in bones that can break easily. Osteogenesis imperfecta is a rare condition that affects a minimum of approximately 20,000 and possibly as many as 50,000 patients in the United States. In Europe, approximately 7.5 out of 100,000 people have the condition. Current treatment largely relies on the acute management of fractures as they occur and the use of bisphosphonate drugs, although the Directors believe there is no clear data demonstrating that bisphosphonate drugs reduce fractures. BPS-804 aims to demonstrate a benefit compared to placebo in terms of fractures in osteogenesis imperfecta patients. BPS-804 works by inhibiting sclerostin, which inhibits the activity of bone-forming cells, known as osteoblasts. The Directors believe that by blocking sclerostin, BPS-804 will induce or increase osteoblast function and maturation of these cells, increasing bone formation and reducing bone resorption, thereby reducing fractures in osteogenesis imperfecta patients. Currently, Amgen and UCB are conducting Phase 3 programmes for an anti-sclerostin antibody, romosozumab, for post-menopausal osteoporosis, Amgen is conducting an exploratory open-label trial for denosumab, Prolia, for paediatric osteogenesis imperfecta, and Eli Lilly has blosozumab, an anti- sclerostin antibody in Phase 1 development for osteoporosis, each of which may compete with BPS-804.

4. Significant recent trends affecting the Group and the industry in which the Company operates

The Directors believe the ongoing high productivity at the discovery and early clinical development phase of large pharmaceutical companies has resulted in an increasing number of research and development product candidates available for further development. However, the Directors believe pressure to meet profitability targets is constraining large pharmaceutical companies’ ability to fund their entire pipeline of research and development product candidates, requiring them to focus their resources on a sub-set of product candidates. By identifying and selectively acquiring product candidates from large pharmaceutical companies and funding their further development, Mereo aims to advance promising product candidates to key value inflection points or to commercialisation.

5. Selected historical key financial information

Period ended 31 December 2015 £ Research & Development expenses (5,445,015) Administrative expenses (7,716,344) Operating Loss (13,161,359) Finance income 25,717 Loss before tax (13,135,642) Taxation 946,681 Loss for the period, attributable to equity holders of the parent (12,188,961) Other comprehensive income/(loss) for the period, net of tax — Total comprehensive (loss) for the period, net of tax and attributable to the (12,188,961)

equity holders of the parent

The historical information presented is in respect of the period from the incorporation of the Company on 10 March 2015 to 31 December 2015.

6. Pro forma financial information

The unaudited pro forma statement of net assets of the Company illustrates the effect of the receipt of the net proceeds of £12.6 million raised in the Capital Raise including £3.5 million received upon issuance of the convertible loan note to Novartis, and the Company’s exercise in full of its option under the Subscription Agreement to require Invesco and Woodford to subscribe for Ordinary Shares in the amount of £56.5 million (£54.9 million after fees).

After giving effect to the pro forma adjustments described above, at 31 December 2015, the Company would have had tangible assets of £0.2 million, intangible assets of £25.8 million, receivables of £1.6 million and £79.7 million in cash, resulting in total assets of £107.3 million, and payables of £2.8 million, borrowings of £2.8 million and long-term provisions of £0.1 million, resulting in total liabilities of £5.7 million, and net assets of £101.6 million.

7. Description of the Private Placement

The Private Placement comprises an offer of 5,135,962 Ordinary Shares, which the Company intends to issue for an amount of £9.1 million, net of the private placement agency fees, taxes and other estimated fees and expenses (including VAT) of £2.3 million, representing 8.0% of the issued share capital of the Company immediately following Admission.

The Private Placement is made by way of an offer (i) to certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S under the United States Securities Act of 1933 (the Securities Act)and (ii) in the United States only to ”qualified institutional buyers” as such term is defined in Rule 144A under the Securities Act.

No expenses will be charged to the subscribers for Ordinary Shares in connection with the Admission or the Private Placement by the Company.

Under the Private Placement, all Private Placement Shares will be issued at the Private Placement Price.

8. Use of proceeds

The Directors believe the Capital Raise will provide additional funds to allow the Group to bring its product candidates BCT-197, BGS-649 and BPS-804 to the next stage of development, namely:

 completion of the phase 2 study for BCT-197;  completion of the phase 2b study for BGS-649; and  achievement of the interim data point for BPS-804.

The Company intends to allocate the net proceeds from the Capital Raise of £12.6 million and proceeds resulting from the exercise of the option under the Subscription Agreement of £54.9 million and its cash balances as of 31 December 2015 as follows:

 development costs of product candidate BCT-197 of £18.1 million;  development costs of product candidate BGS-649 of £16.4 million;  development costs of product candidate BPS-804 of £26.2 million; and  other corporate costs covering a period to the end of 2018, estimated at £19.0 million.

At the time of Admission, the Company’s existing cash balances will include funds received pursuant to the Company’s option under the Subscription Agreement to require Invesco and Woodford to subscribe for Ordinary Shares in the amount of £56.5 million (£54.9 million after fees).

9. Issued share capital

On Admission, the nominal value of the issued share capital of the Company will be £193,022 divided into 64,340,798 Ordinary Shares of £0.003 each, all of which will be fully paid.

10. Dividend policy

The Company has never declared or paid any cash dividends on its shares. The Company intends to retain future earnings, if any, to finance the operation of the Group’s business and does not anticipate paying any cash dividends in the foreseeable future. Any future determination related to the Company’s dividend policy will be made at the discretion of the Directors of the Company after considering the Group’s financial condition, results of operations, capital requirements, business prospects and other factors the Directors of the Company deem relevant, and subject to the restrictions contained in any future financing instruments.

11. Board of Directors

Dr. Peter Fellner (Independent Non-Executive Chairman)

Dr Fellner is the Chairman of Mereo. Dr Fellner also serves as chairman of the biotech and medical technology companies Ablynx NV, Vernalis plc and Consort Medical plc. He was also chairman of Optos until its recent acquisition by Nikon Corporation. In addition, he is a member of the Novo A/S Advisory Group. He has previously served on the boards of a wide range of life science companies, including as vice chairman of Astex Pharmaceuticals Inc. until its sale to Otsuka in 2013, director of the global biopharmaceutical company UCB SA from 2005 to 2014 and chairman of Acambis plc from 2006 until its acquisition by Sanofi in 2008. He was chairman of Celltech Group plc until its acquisition by UCB in 2004, having been chief executive officer from 1990. Before joining Celltech he was chief executive officer of Roche UK from 1986 to 1990.

Dr. Denise Scots-Knight (CEO and Co-Founder)

Dr Scots-Knight is Chief Executive Officer, a board member and co-founder of Mereo. Prior to Mereo, she led Phase4 Partners’ management buyout from Nomura in 2010, becoming Phase4 Partners’ managing partner. Prior to becoming a venture capitalist, she was in research and development management at Amersham and Fisons and a senior executive at Scientific Generics. At Nomura, she became managing director after leading the life science investment team. Prior to Nomura, she was an investment manager at Rothschild Asset Management. She is chairman of Nabriva Therapeutics AG and a board member of OncoMed Pharmaceuticals, Inc., and Albireo Limited. She has served on many European and U.S. private and public company boards, including Idenix Pharmaceuticals, Inc. (until it was acquired by Merck for $3.85 billion). Dr Scots-Knight has a PhD and BSc (Honours) from Birmingham University and was a Fulbright scholar at the University of California Berkeley.

Richard Bungay (CFO and COO)

Mr Bungay is Chief Financial Officer, Chief Operating Officer and a board member (with effect from Admission) of Mereo, with responsibility for finance, manufacturing and non-clinical development activities. He has over 20 years’ experience in senior finance and strategic roles within the pharmaceutical and biotechnology sector, mostly recently as chief financial officer of Glide Technologies. Mr Bungay’s prior experience includes chief financial officer of Verona Pharma, chief executive officer of Chroma Therapeutics, director of corporate communications at Celltech and finance director of the Respiratory and Inflammation therapy area at AstraZeneca. He qualified as a chartered accountant with Deloitte and has a BSc in Chemistry from Nottingham University. Mr Bungay is a non-executive director of Glide Technologies. Mr Bungay will be appointed as an Executive Director of the Company upon Admission.

Dr. Frank Armstrong (Independent Non-Executive Director)

Dr Armstrong has served as chief executive officer to a number of healthcare and biopharmaceutical companies, including CuraGen and Fulcrum Pharma. He held senior management positions, including executive vice president of product development at Bayer AG, senior vice president of medical research at Zeneca Pharmaceuticals (now AstraZeneca), and senior vice president at Merck Serono. Dr Armstrong holds a MBChB from the University of Edinburgh and became a member of the Royal College of Physicians in 1984. He was elected Fellow of the Royal College of Physicians, Edinburgh in 1993 and Fellow of the Faculty of Pharmaceutical Physicians in 1994.

Peter Bains (Independent Non-Executive Director)

Mr Bains has over two decades of experience in the encompassing strategic and operational leadership expertise across global geographies, functions and business segments. He is currently representative executive officer and chief operating officer of Sosei Group Corporation, a Tokyo

listed biotech company. It is expected that Mr Bains will become representative executive officer, president and chief executive officer upon approval by Sosei’s board of directors in June 2016 following the group’s annual general meeting. Previously, he was chief executive officer of Syngene International, where he continues to be a non-executive director. He also currently serves as non-executive director for Phase4 Partners. He is also chairman of Fermenta Biotech, a subsidiary of DIL, a Mumbai listed company. Previously, he had a 23-year career at GlaxoSmithKline, where he held multiple senior roles. Mr Bains received a BSc Combined (Honours) in Physiology/Zoology from Sheffield University.

Paul Blackburn (Independent Non-Executive Director)

Mr Blackburn has over 38 years of experience in the field of finance. He has previously held the positions of Senior Vice President Strategic Finance Projects and Financial Controller at GSK gaining extensive emerging markets, corporate finance and change experience. He also recently served on the GSK Audit and Risk Committee. He is currently a board member of Syngene International and also a member of Syngene’s Audit and Risk Committee and Stakeholder Relationships Committee. He holds a BSc in Management Sciences from Warwick University and also a professional accounting qualification from the Chartered Institute of Management Accountants.

Dr. Anders Ekblom (Independent Non-Executive Director)

Dr Ekblom has extensive experience as an executive and leader with broad business knowledge from senior roles in the biopharmaceutical industry, with global experience delivering products, projects, productivity and change management. He is currently chairman of the Board at Karolinska University Hospital and a non- executive board member of several biotech companies. During two decades at AstraZeneca, he was a member of global executive teams, including executive vice president of global drug development, executive vice president of global medicines development, global head clinical development, global therapy area head, global head science & technology integration and chief executive officer AstraZeneca AB Sweden. Dr Ekblom is also a board certified MD (Anaesthesiology and Intensive Care), PhD, DDS, and associate professor at Karolinska Institute, Stockholm, Sweden and a fellow of the Royal Swedish Academy of Engineering Sciences.

Kunal Kashyap (Non-Executive Director)

Mr Kashyap is a chartered accountant and is currently chairman and managing director of Allegro Capital Advisors, a leading Indian investment bank. Mr Kashyap has a deep understanding of the life sciences industry, built over two decades of advising companies in the industry on fund raising, initial public offerings, mergers and acquisitions, and intellectual property licensing. He is an independent director of GlaxoSmithKline Consumer Healthcare Ltd and a director of Phase4 Partners. He was also founder and executive director of Celstream Technologies, a software product engineering organisation. From 1994 to 2000, he was a global partner at Arthur Andersen responsible for building and developing the firm’s practice in Southern India.

DISCLAIMERS

Forward looking statements

This announcement includes forward-looking statements relating to the Group's future prospects, developments and strategies that are based on the Directors' current expectations projections, and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward- looking statements are sometimes identified by the use of terms and phrases such as "believe", "expects", "envisage", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "targets" or "anticipates" or the negative thereof, variations or comparable expressions, including reference to assumptions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or the Group relating to the Group's future prospects, developments and strategies and are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Group or industry results to be materially different from any future results, performance or achievement expressed or implied by such forward looking statements. No assurance can be given that such future results will be achieved. New factors may emerge from time to time that could cause the Group's business not to develop as it expects and it is not possible for the Group to predict all such factors. Each forward-looking statement contained in this announcement speaks only as of

the date of the particular statement. The Company, the Directors and the Nominated Adviser expressly disclaim any obligation to update these forward-looking statements contained in this announcement to reflect any change in their expectations or any change in future events or developments on which such statements are based unless required to do so by applicable law or regulation, the AIM Rules for Companies or the AIM Rules for Nominated Advisers.

Important notice

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by RBC Capital Markets Europe solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

The distribution of this announcement and other information in connection with Admission may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement is not for publication or distribution directly or indirectly, in or into, Australia, Canada, Japan, the Republic of South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia). The distribution of this announcement in other jurisdictions including (without limitation) Australia, Canada, Japan, the Republic of South Africa, or the United States (or to any resident thereof) may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of any company in any jurisdiction. The Ordinary Shares may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan or the Republic of South Africa or in any other country, territory or possession where to do so may contravene local securities laws or regulations. The Ordinary Shares have not been nor will be registered under the Securities Act, or under the securities legislation of any state of the United States, and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

This announcement (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or Australia, Canada, Japan, New Zealand, South Africa or the United States of America, or in any country, territory or possession where to do so may contravene local securities laws or regulations.

This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any Ordinary Shares, and neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The value of the Ordinary Shares may go down as well as up and investors in the Ordinary Shares may lose some or all of the money invested.

None of RBC Europe Limited, Cantor Fitzgerald Europe, Evercore Partners International LLP nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising.

The Company, RBC Europe Limited, Cantor Fitzgerald Europe and Evercore Partners International LLP expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement (other than as required by the AIM Rules) whether as a result of new information, future developments or otherwise.

RBC Europe Limited, Cantor Fitzgerald Europe and Evercore Partners International LLP, which are authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom, are acting exclusively for the Company and no one else in connection with the Offer, will not regard any other person (whether or not a recipient of this document) as their respective client in relation to the Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, Admission or any other matter referred to in the Admission Document to be published in connection with the Offer.