RTW Biotech Opportunities : Publication of Circular and notice of General Meeting

Notice of Annual General Meeting continued

12. On a vote on a poll, each proxy has one vote per share, subject

to the voting rights attaching to the Special Voting Share as

summarised above. If a proxy is appointed by more than one

shareholder, and all such shareholders have instructed the proxy

to vote in the same way, the proxy will only be entitled, on a poll, to

vote "for" or "against" as applicable. If a proxy is appointed by more

than one shareholder, but such shareholders have given different

voting instructions, the proxy may, on a poll, vote both "for", and

"against" in order to reflect the different voting instructions.

13. On a poll, all or any of the voting rights of the shareholder may

be exercised by one or more duly appointed proxies.

14. Corporate representatives are entitled to attend and vote

on behalf of the corporate shareholder.

15. A member may terminate a proxy's authority at any time before

the commencement of the meeting. In order to revoke a proxy

instruction, you will need to inform the Company by sending a

signed notice clearly stating your intention to revoke your proxy

appointment to Link Group, Central Square, 29 Wellington Street,

Leeds, LS1 4DL. In the case of a shareholder which is a company,

the revocation notice must be executed under its common seal or

signed on its behalf by an officer of the company or a duly appointed

attorney for the company. Any power of attorney or any other

authority under which the revocation notice is signed (or a duly

certified copy of such power or authority) must be included with

the revocation notice. The revocation notice must be received by

Link Group no later than 2pm BST on 14 May 2024. If you attempt

to revoke your proxy appointment but the revocation is received

after the time specified then, subject to the paragraph directly

below, your proxy appointment will remain valid.

16. To change your proxy instructions, simply submit a new proxy

appointment using the methods set out above. Note that the cut-off

sponsor or voting service provider(s) take(s) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34(1) of the Uncertificated Securities (Guernsey) Regulations, 2009.

20.	Unless otherwise indicated on the Form of Proxy, CREST voting or
	any other electronic voting channel instruction, the proxy will vote
	as they think fit or, at their discretion, withhold from voting.
21.	The Directors will answer any questions raised at the Annual
	General Meeting which relate to the business of the meeting,
	although no answer need be given:
	(a) if to do so would interfere unduly with the conduct of the
	meeting or involve disclosure of confidential information;
	(b) if the answer has already been given on the Company's website;
	or
	(c) if it is not in the best interests of the Company or the good
	order of the meeting that the question be answered.
22.	A copy of this Notice of Annual General Meeting is available on
	the Company's website:https://www.rtwfunds.com/rtw-biotech-
	opportunities-ltd/
23.	The latest practicable date for calculating the total issued share
	capital is 10th April 2024 (the "Latest Practicable Date") The total
	issued share capital of the Company as at the Latest Practicable
	Date is 385,886,512 Ordinary Shares.
24.	All capitalised expressions used in this Notice of Annual General

RTW Biotech Opportunities Ltd

Incorporated in Guernsey

Registered Number: 66847 (the "Company")

ISIN GG00BKTRRM22

Noticeof Annual General Meeting

On 16th May 2024

	time for receipt of proxy appointments (see above) also applies in
	relation to amended instructions: any amended proxy appointment
	received after the relevant cut-off time will be disregarded.
17.	CREST members who wish to appoint and/or give instructions to
	a proxy or proxies through the CREST electronic proxy appointment
	service may do so for the Annual General Meeting to be held on 16 May
	2024 and any adjournment(s) thereof 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.
18.	In order for a proxy appointment made by means of CREST
	to be valid, the appropriate CREST message (the CREST Proxy
	Instruction) must be properly authenticated in accordance with
	Euroclear UK & International Limited's ("Euroclear") specifications
	and must contain the information required for such instructions,
	as described in the CREST Manual. The message, regardless of
	whether it constitutes the appointment of a proxy or an
	amendment to the instruction given to a previously appointed
	proxy must, in order to be valid, be transmitted so as to be
	received by Link Group (CREST Participant RA10) by no later than
	2pm BST on 14 May 2024. For this purpose, the time of receipt will
	be taken to be the time (as determined by the timestamp applied
	to the message by the CREST Applications Host) from which Link
	Group is able to retrieve the message by enquiry to CREST in the
	manner prescribed by CREST. After this time, any change of
	instructions to proxies appointed through CREST should be
	communicated to the appointee through other means.
19.	CREST members and, where applicable, their CREST sponsors or
	voting service providers, should note that Euroclear does not make
	available special procedures in CREST for any particular messages.
	Normal system timings and limitations will therefore apply in relation
	to the input of CREST Proxy Instructions, and it is the responsibility
	of the CREST member concerned to take (or, if the CREST member
	is a CREST personal member or sponsored member or has appointed
	a voting service provider(s), to procure that his or her CREST

Meeting not otherwise defined herein shall have the same meaning

given to them in the Articles of the Company.

25. Form of Proxy. RTW Biotech Opportunities Ltd is committed

to reducing paper and improving efficiency in its shareholder

communications, and we will not be sending paper proxy cards

to shareholders unless specifically asked to do so.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE COMPANY ON WHICH YOU ARE BEING ASKED TO VOTE.

• If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser.
• If you have sold or otherwise transferred all of your Ordinary Shares in the Company, you should send this document, together with the accompanying proxy form, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.
• You will not have received a hard copy proxy form for the 2024 Annual General Meeting ("AGM") in the post. If you hold shares directly (not with a broker), you can instead submit your proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link. Full details of how to vote are set out in notes 2 and 3 in the Notes to the Notice of Meeting. Please submit your proxy vote so as to reach the Company's registrar as soon as possible and in any event no later than 2pm BST on 14 May 2024 or, if you are a CREST member, by using the service provided by Euroclear. The completion of the form of proxy will not preclude a member from attending and voting in person at the meeting if it is so allowed.
• Notice is hereby given that the Annual General Meeting of the Members of the Company will be held at 1st Floor, Royal Chambers, St. Julian's Avenue, St Peter Port, Guernsey, GY1 3JX on 16 May 2024 at 2pm BST for the purpose of considering the following:

ORDINARY BUSINESS

Ordinary Resolution 1

That the Audited Financial Statements, the Directors' report, and the auditor's report for the financial year ended 31 December 2023 be received and considered.

Ordinary Resolution 2

That the Directors' remuneration for the financial year ended 31 December 2023 as provided in the Directors' report be approved.

Ordinary Resolution 3

That William Simpson be re-elected as a Director of the Company.

Ordinary Resolution 4

That Paul Le Page be re-elected as a Director of the Company.

Ordinary Resolution 5

That Bill Scott be re-elected as a Director of the Company.

Ordinary Resolution 6

That Stephanie Sirota be re-elected as a Director of the Company.

Ordinary Resolution 7

That KPMG Channel Islands Limited and KPMG LLP be re-appointed as Auditor of the Company (the "Auditor") until the conclusion of the next AGM.

Ordinary Resolution 8

That the Directors be authorised to determine the remuneration of the Auditor.

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Notice of Annual General Meeting continued

SPECIAL BUSINESS

Ordinary Resolution 9

That the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held

as treasury shares, provided that:

1. the maximum number of Ordinary Shares authorised to be purchased under this authority shall be 57,844,388 Ordinary Shares (being 14.99 per cent of the Ordinary Shares in issue as at the Latest Practicable Date, excluding any treasury shares);
2. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is US$0.01;
3. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than an amount equal to the higher of (a) 5 per cent above the average mid-market value of the Ordinary Shares on the regulated market where the repurchase is carried out for the five Business Days (as defined in the Company's Articles) prior to the day the purchase is made and (b) the higher of (i) the price of the last independent trade and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out; and

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract.

Ordinary Resolution 10

That the Company be and is hereby authorised, in accordance with the Company's Articles and the Companies Law, to redeem the 48,322,863 Ordinary Shares in the Company currently held by RTW Biotech Opportunities Operating Ltd, for nil consideration.

11 April 2024

BY ORDER OF THE BOARD Elysium Fund Management Limited Company Secretary

EXPLANATORY NOTES:

Ordinary Resolutions

Annual Report and Accounts - Resolution 1:

For each financial year, the Directors are required to lay the audited accounts of the Company and the reports of the Directors and auditor thereon before the shareholders at the Annual General Meeting.

Shareholders will be asked to receive and consider the Annual Report and audited accounts for the financial year to 31 December 2023, together with the reports of the Directors and auditor thereon.

Directors' Remuneration Report - Resolution 2:

Guernsey-registered companies are not obliged to prepare and publish a Directors' Remuneration Report. However, the Company has included details of its Directors' remuneration within the Annual Report and Accounts, and an ordinary resolution will be put to shareholders seeking approval of the Directors' remuneration. The shareholder vote will be advisory only, but the Directors of the Company will take the outcome of the vote into consideration when reviewing and setting the Directors' remuneration policy for the Company's next financial year.

Election of Directors - Resolutions 3, 4, 5 & 6:

In accordance with Article 27.3 of the Articles and the AIC Code, at each AGM, each Non-Independent Director and any Independent Director shall retire every year and, if appropriate, seek re-election to the Board. The Board undertakes an evaluation of the performance of the individual Directors on an annual basis. This evaluation takes the form of questionnaires and discussions to determine effectiveness and performance in various areas. Following this formal evaluation, the Chair reviews the conclusions and assesses whether each of the Directors continues to be effective and to demonstrate commitment to their respective roles and determines if any matters require to be further addressed. The Directors, therefore, believe that each of the Directors standing for election should be re-elected as there is a good mix of skills, and this is demonstrated by the biographies contained in the Annual Report, published on 28 March 2024.

Appointment and Remuneration of the Auditor - Resolutions 7 & 8:

Shareholders will be asked to confirm the re-appointment of KPMG Channel Islands Limited and KPMG LLP as the Company's auditor until the conclusion of the next Annual General Meeting to be held in 2025 and to grant authority to the Directors to determine their remuneration. After a full discussion and thorough process, the Directors have approved the recommendation from the Audit Committee to re-appoint KPMG Channel Islands Limited and KPMG LLP as the Company's auditor.

Share Purchase Authority - Resolution 9:

Resolution 9 gives the Company authority to buy back its own Ordinary Shares in the market as permitted by the Companies Law. The authority limits the number of shares that could be purchased to a maximum number of Ordinary Shares equal to 57,844,388 Ordinary Shares (being 14.99 per cent of the Ordinary Shares in issue and excluding Ordinary Shares held in treasury) as at the Latest Practicable Date, and also sets minimum and maximum prices. This authority will expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2025.

The authority will be exercised only if the Directors believe that to do so would be in the interests of shareholders generally.

Redemption of Shares held by RTW Biotech Opportunities Operating Ltd - Resolution 10:

Resolution 10 gives the Company authority to redeem the Shares in the Company currently held by the Company's wholly owned subsidiary, RTW Biotech Opportunities Operating Ltd ("RTW OpCo"), for nil consideration. Such Shares were issued to RTW OpCo pursuant to the scheme of reconstruction of Arix Bioscience plc ("Arix"), as described in the Company's prospectus dated 5 January 2024. The Company has undertaken to seek this authority from shareholders under the terms of an agreement between the Company, RTW OpCo and Arix.

Note from the Board:

The Board considers that the resolutions are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends all shareholders vote in favour of the resolutions. The Directors who hold beneficial interests in Ordinary Shares intend to do so in respect of their own beneficial holdings of Ordinary Shares which, in aggregate, amount to 1,738,000 Ordinary Shares, representing 0.45 per cent of the issued share capital of the Company.

Information as to how to vote can be found in the notes below or contained in the notes to the Form of Proxy, which accompanies this Notice of AGM.

Notes to the Notice of the Annual General Meeting

A member is entitled to attend and vote at the meeting provided that all calls due from him/her in respect of his/her Ordinary Shares have been paid. A member is also entitled to appoint one or more proxies to attend, speak and vote on his/her behalf at the meeting. The proxy need not be a member of the Company but must attend the meeting to represent you. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them.

1. An ordinary resolution must be passed by a simple majority of the members entitled to vote and voting in person or by attorney or by proxy at the meeting.
2. In accordance with the Company's Articles, Resolutions 3, 4, and 5 are Director Resolutions in respect of which the Special Voting Share carries such number of votes as is equal to one vote more than the aggregate number of votes carried by all Voting Shares (being the Ordinary Shares and the Special Voting Share).
3. You will not have received a hard copy proxy form for the 2024 AGM in the post. You can instead, if you hold shares directly (not with a broker), submit your proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link. You will require your username and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you have not previously registered to use the portal you will require your investor code ('IVC') which can be found on your share certificate. If you are unable to locate your investor code please contact Link Group. You may request a hard copy proxy form directly from the Company's registrars, Link Group, by emailing [e-mail] by post at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. To be valid, any proxy form or other instrument appointing a proxy must be received by post, electronic form or (during normal business hours only) by hand at the Company's registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 2pm BST on 14 May 2024. Completion and return of the Form of Proxy will not prevent a member from subsequently attending the meeting (or any adjournments) and voting in person if he or she so wishes. If you have appointed a proxy and vote at the meeting in person in respect of the Ordinary Shares for which you have appointed a proxy, your proxy appointment in respect of those Ordinary Shares will automatically be terminated. In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the more 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 (the first-named being more senior). Where a voting indication is given, your proxy must vote as directed. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
   If no voting indication is given, or if a discretionary vote is granted, your proxy will vote (or abstain from voting) at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to every other matter which is put before the meeting. Please note that shares held in the name of a broker must be voted by the broker, per your instructions, and cannot be voted by you individually.

1. The Form of Proxy, with the letter of power of attorney (if any) under which it is signed, must be lodged with Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible and in any event no later than 2pm BST on 14 May 2024, or, if the meeting is adjourned not less than 48 hours before the time appointed for holding the adjourned meeting or, in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of a poll or, in the case of a poll taken not more than 48 hours after it was demanded, the time at which the poll was demanded, as the case may be, at which the person named in such instrument proposes to vote, otherwise the person so named shall not be entitled to vote in respect thereof. In calculating such 48-hour period referred to above, no account shall be taken of any part of a day that is not a Business Day. The Company will also accept Forms of Proxy deposited in accordance with the Articles. The Directors may, in their absolute discretion, elect to treat as valid any instrument appointing a proxy which is deposited later than 2pm BST on 14 May 2024. If the Directors so elect, the person named in such instrument of proxy shall be entitled to vote.
2. To have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a member may cast on a poll) a member must have his or her name entered on the register of members not later than close of business on 14 May 2024. Changes to entries in the register after that time shall be disregarded in determining the rights of any member to attend and vote at the meeting.
3. In the event that a Form of Proxy is returned without an indication as to how the proxy shall vote on the resolutions, the proxy will exercise his discretion as to whether, and if so how, he or she votes.
4. The quorum for the meeting is two shareholders present in person or by proxy and entitled to vote, unless the Company has only one shareholder entitled to vote, in which case the quorum shall be one shareholder present in person or by proxy.
5. If within half an hour after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned until the next Business Day at the same time and place or to such other day and at such other time and place as the Board may determine and no notice of such adjournment need be given. At any such adjourned meeting, one shareholder present in person or by proxy shall be a quorum.
6. To allow effective constitution of the meeting, if it is apparent to the Chair that no shareholders will be present in person or by proxy, other than by proxy in the Chair's favour, then the Chair may appoint a substitute to act in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the Chair.

10. Where there are joint registered holders of any Ordinary Shares, any one of such persons may vote at any meeting, either personally, in respect of such Ordinary Shares as if he were solely entitled thereto; and if more than one of such joint holders be present at any meeting personally, that one of the said persons so present in person, whose name stands first in the Company's register of members in respect of such Ordinary Shares, shall alone be entitled to vote in respect thereof.

11. A shareholder may appoint more than one proxy in relation to the meeting provided each proxy is appointed to exercise the rights attached to different shares held by a member. You may not appoint more than one proxy to exercise rights attached to any one share. Where multiple proxies have been appointed to exercise rights attached to different shares, on a poll those proxy holders taken together will collectively have the same number of votes as the shareholder who appointed them would have on a poll if he were present at the meeting. On a poll, all or any of the rights of the shareholder may be exercised by one or more duly appointed proxies. To appoint more than one proxy, you may request multiple Forms of Proxy or photocopy the Form of Proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given. All forms must be signed and should be returned together in the same envelope.

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