Venture Life : Notice of Annual General Meeting

Ordinary Resolutions

1. To receive and adopt the reports of the Directors and auditor and the audited accounts of the Company for the year ended
   31 December 2021.
2. To re-elect as a Director, Sharon Daly (nee Collins), who seeks re-election in accordance with Article 35 of the Articles of Association of the Company.
3. To appoint Daniel Wells as a Director of the Company.
4. To appoint Paul McGreevy as Non-Executive Director and Chair of the Company.

5. THAT the Directors are generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act"), as amended, to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to an aggregate maximum nominal amount of £126,498.20; and
2. comprising equity securities up to a further aggregate maximum nominal amount of £252,996.39 provided that they are offered by way of a rights issue to ordinary shareholders on the register of members at such record date as the Directors may determine in proportion (as nearly as may be practicable) to their existing holding of Ordinary Shares as at such record date; and, subject to any limits or restrictions and any arrangements which the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange or any other matter,

provided that these authorities shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company or the close of business on 20 September 2023 and the Company may before such expiry make an offer or agreement which would, or might, require such equity securities to be allotted after such expiry and the Directors may allot such equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities. References in this Resolution 5 and in Resolution 6 to equity securities shall have the same meaning as defined in Section 560(1) of the Act.

Meeting General Annual of Notice

Special Resolutions

6. THAT, if Resolution 5 is passed, the Directors are generally and unconditionally authorised pursuant to Section 570 of the Act

to allot equity securities for cash pursuant to the authority conferred by Resolution 5 above and/or by way of sale of equity securities if, immediately before such sale, such shares are held as treasury shares (within the meaning of Section 724(5) of the Act), as if the restriction in Section 561(1) of the Act did not apply to such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares
   in connection with a rights issue, open offer or other pre-emptive offer of equity securities open for acceptance for a period fixed by the Directors (but in the case of the authority granted under subparagraph (b) of Resolution 5 by way of a rights issue only):
2. 1. to ordinary shareholders on the register of members at such record date as the Directors may determine in proportion (as nearly as may be practicable) to their existing holding
      of Ordinary Shares as at such record date; and
   2. to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary as permitted by the rights attaching to those securities,

on such record date, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

1. the allotment of equity securities in connection with the Company's share option schemes; and
2. the allotment (other than pursuant to subparagraphs (a) and (b) above) of equity securities for cash (in relation to the authority granted under subparagraph (a) of Resolution 5), or sale of treasury shares (other than under subparagraph (a) of this Resolution 6) up to an aggregate maximum nominal amount of £37,949.46,

provided that these authorities shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company

or the close of business on 20 September 2023 and the Company may before such expiry make an offer or agreement which would, or might, require equity securities to be allotted or to be sold after such expiry and the Directors may allot or sell equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

This resolution revokes and replaces all unexercised powers previously granted to the Directors of the Company to allot equity securities as if Section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.

7. The Company is generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares in the capital of the Company ("Ordinary Share Capital"), provided that:

1. the Company does not purchase under this authority more than 12,649,820 Ordinary Shares (representing 10% of the Company's issued Ordinary Share Capital at the date of this notice);
2. the Company does not pay for each such Ordinary Share less than the nominal amount of such Ordinary Share at the time of purchase (exclusive of expenses); and
3. the Company does not pay for each such Ordinary Share more than 105% (exclusive of expenses) of the average closing midmarket prices of the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Company agrees to buy the share concerned,

and this authority shall expire on the earlier of the conclusion

of the next Annual General Meeting of the Company or the close of business on 20 September 2023, save that if the Company has agreed, before this authority expires, to purchase Ordinary Shares where the purchase will or may be executed after this authority expires (either wholly or in part), the Company may complete such purchase as if this authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to purchase Ordinary Shares but without prejudice to any agreement to purchase Ordinary Shares already made, offered or agreed to be made pursuant to such authorities.

By order of the Board,

Giuseppe Gioffrè

Company Secretary

Registered office:

Venture House, 2 Arlington Square

Bracknell, Berkshire RG12 1WA

27 May 2022

Resolutions 1 to 5 (inclusive) are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution.

Resolutions 6 to 7 are proposed as special resolutions, which means that for each of those resolutions to be passed, at least three quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 - Annual Report and Accounts

The Directors are required to present to shareholders at the annual general meeting the Company's audited accounts and the Directors' and auditors' reports for the financial year ended 31 December 2021.

Resolutions 2 - Re-election of Directors

The Company's Articles of Association require at least one third of the Directors to retire from office and offer themselves for re-election each year. The Directors so to retire shall be those who have been in office the longest since their last re-election or appointment. Any Director who would not otherwise be required to retire shall retire by rotation at the third AGM after his last re-election or appointment.

The Board and the Nomination Committee has reviewed the independence of each non-executive member of the Board and determined that they are independent from management. The Board confirms that, following formal performance evaluations, all of the Directors continue to perform effectively and demonstrate commitment to the role. As part of this, the Board has deemed that each Director's contribution continues to be important to the Company's long-term sustainable success and recommends that all Directors standing for re-election should be re-appointed for a further year. The Board therefore proposes the re-election of all Directors standing for re-election.

Resolutions 3 and 4 - Election of Directors

Paul McGreevy was appointed by the Board as a Non-Executive Director and Chair of the Company with effect from 17May 2022. Paul replaces Dr Lynn Drummond as a former Non-Executive Director and the former Chair of the Company. The purpose of Resolution 5 is to seek shareholder confirmation of his appointment in accordance with the provisions

of the articles.

Daniel Wells was appointed by the Board as a Director and Chief Financial Officer of the Company with effect from 22 December 2021. Daniel was the finance director of BBI Healthcare, which the Company acquired in June 2021 and worked closely with Andrew Waters, the Company's former CFO, for six months before Andrew's official departure on the

22 December 2021. The purpose of Resolution 6 is to seek shareholder confirmation of his appointment in accordance with the provisions

of the articles.

Resolution 5 - Authority to allot shares

Resolution 5 deals with the Directors' authority to allot shares.

At the last AGM of the Company held on 20 May 2021, the Directors were given authority to allot shares in the capital of the Company up to a maximum nominal amount of £83,712 representing approximately one third of the Company's then issued ordinary share capital.

This authority expires at the end of this year's AGM.

The Investment Association ('IA') guidelines on Directors' authority

to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital is only used to allot shares pursuant to a fully pre-emptive rights issue.

In light of these guidelines, the Board considers it appropriate for the Directors to be granted authority to allot shares in the Company up to an aggregate nominal amount of £126,498.20, representing approximately one third of the Company's issued ordinary share capital (excluding treasury shares) as at 17 June 2022 (being the latest practicable date prior to publication of this AGM Notice) and for the Directors to be granted authority to allot approximately a further one third of the Company's issued share capital (excluding treasury shares) for a rights issue in favour of ordinary shareholders with an aggregate nominal amount of £252,996.39. The authority contained in this resolution will expire on the earlier of the conclusion of the next Annual General Meeting of the Company or the close of business on 20 September 2023. The Directors consider that this authority is desirable to allow the Company to retain flexibility.

Meeting General Annual of Notice

Resolution 6 - Disapplication of pre-emption rights (special resolution)

This resolution seeks authority for the Directors, pursuant to the authority granted by resolution 5, to allot equity securities or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights overs shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion to their holdings.

Resolution 5 would authorise the Directors to do this by allowing the Directors to allot equity securities for cash or sell treasury shares for cash:

1. by way of a rights issue or by way of an open offer or other pre-emptive offer of securities open for acceptance for a period fixed by the Directors otherwise than strictly pro-rata (and on the basis that the Directors can make exclusions or such other arrangements as may be appropriate
   to resolve legal or practical problems, such as fractional entitlements), other than in relation to the authority granted by subparagraph (b) of Resolution 5, which shall be by way of rights issue only; or (ii) in connection with the Company's share option schemes; or (iii) otherwise up to an aggregate nominal value of £37,949.46 (representing 10% of the Company's issued Ordinary Share Capital at the date of this notice).

This disapplication authority is in line with institutional shareholder guidance and as permitted by the Pre-Emption Group's Statement of Principles (the 'Statement of Principles') published in March 2015. If given, the authority will expire on the earlier of the conclusion of the next Annual General Meeting of the Company or the close of business on 20 September 2023.

This resolution renews the present authority granted at the last AGM of the Company held on 20 May 2021, which is set to expire at the end of this year's Annual General Meeting. The Directors have no present intention to exercise the authority conferred by these resolutions, but the authority sought provides the Company with greater flexibility in pursuing its strategy of building a diversified and growing portfolio of royalties which should generate long-term cash flow growth for shareholders.

Resolution 7 - Authority to purchase own shares (special resolution)

The Directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should market conditions and price justify such action. Under the Companies Act 2006, the Company requires authorisation from its shareholders if it is to purchase its own shares.

This Resolution seeks authority from shareholders to empower the Directors to make limited on-market purchases. The Resolution limits this authority to a maximum number of Ordinary Shares that may be acquired of 12,649,820 being 10% of the Company's issued ordinary share capital as at 17 June 2022 (being the latest practicable date prior to publication of this AGM Notice). The Resolution specifies the minimum and maximum prices at which the Ordinary Shares may be bought under this authority. The authority conferred by this resolution will expire on the earlier of the conclusion of the next Annual General Meeting or the close of business on 20 September 2023.

Any shares purchased under this authority will either be cancelled or held as treasury shares.

The Directors have no present intention of exercising this power and intend to exercise it only if they believe that the effect of such purchases will be to increase earnings per share. They will also have regard to whether, at the time, this represents the best use of the Company's resources and is to the benefit of the shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account in reaching such

a decision.

1. You are entitled to appoint another person as your proxy to exercise all or any of your rights to vote ahead of the meeting. You may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
2. A proxy need not be a shareholder. If you wish to appoint someone other than the Chairman of the meeting, insert the name of the person you wish to appoint in block capitals in the space provided. Where you appoint someone other than the Chairman, you are responsible for ensuring that they are aware of your voting intentions. If you wish your proxy to make any comments at the meeting on your behalf, you will need to appoint the Chairman and give them the relevant instructions directly.
3. The proxy form must be received by Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, not later than 10:30 a.m. on 16 June 2022.
4. To appoint more than one proxy you may photocopy the proxy form. Please enter in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act. If that box is left blank the proxy will be deemed to be authorised in respect of your full voting entitlement. Please also indicate by ticking the box provided if the proxy appointment is one of multiple appointments being given. All forms must be signed and should be returned together in the same envelope.
5. If the shareholder is a corporation, the proxy form should be executed under its common seal, or signed on its behalf by a duly authorised officer or attorney.
6. In the case of joint holders, the signature on the proxy form of any one holder will suffice but where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding, with the first named being the most senior.

1. Any alteration to the proxy form should be initialled.
2. The completion and submission of the proxy form will not prevent a shareholder from attending the meeting and voting in person.
3. You can vote either:
4. • by logging on to www.signalshares.com and following the instructions; or
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below,

in each case, by not later than 10:30 a.m. on 16 May 2022.

If you need help with voting online, please contact our registrar, Link Group, on 0371 664 0300 if calling from the United Kingdom,

or +44 (0) 371 664 0300 if calling from outside of the United Kingdom. Calls will be charged at local rate. Calls outside the United Kingdom will be charged at the applicable international rate. The lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

1. Addresses (including electronic addresses) in this document are included strictly for the purposes provided and not for any other purposes.
2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company as at close of business on 16 June 2022 or, if the meeting is adjourned, the register
   of members at the time which is two working days before the time for holding any adjourned meeting. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
3. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

Meeting General Annual of Notice