NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

For immediate release

07 April 2025

Nordic Capital XI[1]

Statement regarding PureTech Health plc ("PureTech" or the "Company")

Nordic Capital XI notes PureTech's recent announcement regarding a possible offer for PureTech by Nordic Capital XI. Nordic Capital XI confirms that it made a private proposal to acquire the issued, and to be issued, share capital of PureTech. The proposal was rejected by the Board of PureTech. Nordic Capital XI further confirms that it does not intend to make an offer for PureTech. Accordingly, Nordic Capital XI (and any person acting in concert with it) are bound by the restrictions under Rule 2.8 of the Code.

Nordic Capital XI reserves the right to acquire PureTech shares, subject to, and in accordance with, the Code and other applicable regulations. For the purpose of Rule 2.8 of the Code, Nordic Capital XI and any person acting in concert with Nordic Capital XI, reserve the right to announce an offer or possible offer for the Company or make or participate in an offer or possible offer for the Company (and / or take any other actions which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement in the following circumstances:

(i)         with the agreement or recommendation of the board of directors of the Company;

(ii)         following the announcement of a firm intention to make an offer for the Company by or on behalf of a third party;

(iii)        following the announcement by the Company of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); and/or

(iv)        where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

Nordic Capital Advisers[2]

Tel: +46 8 440 5050

Elin Ljung / Katarina Janerud

Morgan Stanley (Financial Adviser to Nordic Capital XI)

Tel UK: +44 (0)207 425 8000
David Kitterick / Jimmy Bastock

FGS Global (PR Adviser to Nordic Capital XI)

Tel UK: +44 (0)207 251 3801
Guy Lamming / Gordon Simpson / Michael Turner / Anjali Unnikrishnan

Important notices

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser to Nordic Capital XI and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.