Investment from Novo Holdings and Equity Issue

Oxford Nanopore announces the successful completion of the bookbuilding process for the placing of new ordinary shares of £0.0001 each in the capital of the Company ("New Ordinary Shares") announced yesterday (the "Placing"). In light of the strong demand from investors, with the transaction multiple times oversubscribed, the Board has decided to increase the size of the Equity Issue from approximately £75 million to £80 million.

A total of 25,000,000 New Ordinary Shares (the "Placing Shares") have been placed by Citigroup Global Markets Limited ("Citi"), J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Joh. Berenberg, Gossler & Co. KG ("Berenberg" and, together with Citi and J.P. Morgan Cazenove, the "Joint Bookrunners") at a price of 120 pence per Placing Share (the "Placing Price") raising gross proceeds of approximately £30 million.

As a result of the successful placing, the subscription by Novo Holdings A/S ("Novo Holdings") has been reduced from £60 million such that it will subscribe for 41,666,667 New Ordinary Shares (the "Subscription Shares") at the Placing Price, raising gross proceeds of approximately £50 million. Novo Holdings currently intends, subject, inter alia, to availability and price, to add over time to their initial primary investment through further market purchases of up to £10 million.

Therefore, the Placing and Subscription (together, the "Equity Issue") will raise total gross proceeds of approximately £80 million.

Gordon Sanghera, CEO, Oxford Nanopore said:

"We are delighted to welcome this new, strategic investment from Novo Holdings, alongside continuing support from our existing investors. Over recent years, we have further iterated our technology platform and commercial infrastructure and are poised to gain further traction in broad sectors including scientific research, clinical and applied industrial markets. The investment from Novo Holdings reflects our ambition in the biopharmaceutical sector. Our technology platform is uniquely suited to address the needs of this industry where information-rich, rapid and simplified sequencing are critical to developing and delivering biopharmaceuticals faster and with less complexity. We look forward to their support."

Together, the Placing Shares and Subscription Shares ("New Ordinary Shares") being issued represent approximately 8 per cent. of the issued ordinary share capital of Oxford Nanopore prior to the Equity Issue. The Placing Price of 120 pence represents a discount of approximately 0.7 per cent. to the closing share price of 120.80 pence on 31 July 2024.

As per the new U.K. listing regime, applications have been made for the New Ordinary Shares to be admitted to the "transition" listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement of the New Ordinary Shares and Admission are expected to take place on or around 8.00 a.m. on 5 August 2024. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Joint Bookrunners and the Company not being terminated in accordance with its terms.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following Admission, the total number of Ordinary Shares in issue in Oxford Nanopore will be 940,896,164. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in Oxford Nanopore will be 940,896,164 following Admission, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Oxford Nanopore under the FCA's Disclosure Guidance and Transparency Rules.

Citi, J.P. Morgan Cazenove and Berenberg acted as Joint Global Coordinators, Joint Bookrunners and Joint Corporate Brokers in respect of the Placing.

About Novo Holdings

Novo Holdings is a holding and investment company that is responsible for managing the assets and the wealth of the Novo Nordisk Foundation. The purpose of Novo Holdings is to improve people's health and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation. Wholly owned by the Novo Nordisk Foundation, Novo Holdings is the controlling shareholder of Novo Nordisk A/S and Novonesis A/S (Novozymes A/S) and manages an investment portfolio with a long-term return perspective. In addition to managing a broad portfolio of equities, bonds, real estate, infrastructure and private equity assets, Novo Holdings is a world-leading life sciences investor. Through its Seed, Venture, Growth, Asia, Planetary Health and Principal Investments teams, Novo Holdings invests in life science companies at all stages of development. As of year-end 2023, Novo Holdings had total assets of €149 billion.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the placing announcement of the Company released at 16:59 (BST) on 31 July 2024.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook ; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment Citi and J.P. Morgan Cazenove will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment Citi, J.P. Morgan Cazenove and Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.