AGM + Annual Report Notice

News Release

NOTICE OF AGM AND 2009 ANNUAL REPORT AND ACCOUNTS

Winnersh UK, 27 April 2010: Vernalis plc (LSE: VER) gives notice of the following:

·; that copies of the Notice of Annual General Meeting ("AGM"), 2009 Annual Report and Accounts and Form of Proxy have been sent to shareholders today. These documents are available on the Investor Centre page of the Company's web site at www.vernalis.com;

·; Vernalis plc also announces that its AGM will be held on Tuesday 1 June 2010. The meeting will be held at the offices of Morrison & Foerster (UK) LLP, CityPoint, One Ropemaker Street, London EC2Y 9AW, commencing at 11.00 am;

·; in accordance with Listing Rule 9.6.1, copies of these documents have been submitted to the UK Listing Authority for publication through the UK Listing Authority's Document Viewing Facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS (UKLA telephone helpline: +44 (0) 20 7066 8333);

·; in accordance with Disclosure and Transparency Rule 6.1.2, copies of the proposed New Articles of Association ("New Articles") and the amended Current Articles of Association ("Current Articles") have also been lodged with the UK Listing Authority for publication through the Document Viewing Facility. The principal changes to the New Articles are also set out in the Notice of AGM. Copies of the proposed New Articles and the Current Articles are available for inspection at Vernalis plc's registered office, at Oakdene Court, 613 Reading Road, Winnersh, Berkshire RG41 5UA, and are also available for inspection at the AGM venue (detailed below) until the conclusion of the AGM. These documents are also available on the Investor Centre page of the Company's web site at www.vernalis.com;

·; furthermore, in accordance with Disclosure and Transparency Rule 6.3.5, extracted below from the Annual Report and Accounts is a management report in full unedited text which contains a responsibility statement and details of related party transactions. Accordingly, page numbers, notes and defined terms (where not defined herein) refer to those in the Annual Report and Accounts. A condensed set of financial statements, principal risk factors and important events were included within Vernalis plc's 2009 results announcement issued on 12 April 2010.

Enquiries:

About Vernalis:

Vernalis is a development stage pharmaceutical company with significant expertise in taking promising product candidates along a commercially-focused path to market. The Group has one marketed product, frovatriptan for the acute treatment of migraine, and eleven candidates in development, eight of which are designated priority programmes. Five of these priority programmes are currently unpartnered and three are partnered. Pipeline programmes are derived from both our own research activities where we have significant expertise in fragment and structure based drug discovery, as well as from collaborations. Our technologies, capabilities and products are endorsed by collaborations with Biogen Idec, Chiesi, Endo, GSK, Menarini, Novartis and Servier. For further information about Vernalis, please visit http://www.vernalis.com.

Vernalis Forward-Looking Statement:

This news release may contain forward-looking statements that reflect the Company's current expectations regarding future events including the clinical development and regulatory clearance of the Company's products, the Company's ability to find partners for the development and commercialisation of its products, as well as the Company's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors including the success of the Company's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Company to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, as well as the achievement of expected synergies from such transactions, the acceptance of Frova® and other products by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions, and the ability of the Company to identify and consummate suitable strategic and business combination transactions.

UNEDITED EXTRACT FROM ANNUAL REPORT AND ACCOUNTS FOR YEAR ENDED 31 DECEMBER 2009

Statement of directors' responsibilities in respect of the annual report, the directors' remuneration report and the financial statements

The directors are responsible for preparing the annual report, the directors' remuneration report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and accounting estimates that are reasonable and prudent;

·; state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the directors, whose names and functions are listed in the management and governance section of this annual report confirm that, to the best of their knowledge:

·; the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and loss of the Group; and

·; the directors' report contained on pages 24 to 29 includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

Related party transactions

Identity of related parties

The Group consists of a parent, Vernalis plc and two wholly owned trading subsidiaries. The main trading company is Vernalis (R&D) Limited. The second trading subsidiary Vernalis Development Limited provided services in the US to Vernalis Pharmaceuticals Incorporated under a transfer pricing agreement. Vernalis Pharmaceuticals Incorporated was sold in July 2008.

The parent company is responsible for financing and setting Group strategy. Vernalis (R&D) Limited carries out the Group strategy, employs all the UK staff including the directors, and owns and manages all of the Group's intellectual property (excluding Frova®).The proceeds of the issue of shares by the parent are passed from Vernalis plc to Vernalis (R&D) Limited as a loan, and Vernalis (R&D) Limited manages Group funds and makes payments, including the expenses of the parent company.

Group

The Group had no related party transactions during the year (2008: none).

Company

The Company has issued share options to employees of subsidiary undertakings and in accordance with IFRS 2 has made a charge of £1,086,000 (2008: £1,242,000) to continuing operations, and £nil (2008: £303,000) to discontinuing operations.

The Company has been charged £1,174,000 (2008: £1,119,000) for corporate services provided by subsidiary undertakings. The Company provides financing to its operating subsidiary undertakings. Details of inter-company balances can be found in notes 12 and 18.

Key management compensation is disclosed in note 27.

At 31 December 2009 an amount of £836 (2008: £2,529) was due from Dr Peter Fellner in respect of his personal contribution to certain travel costs. This was repaid in full in January 2010.