Annual Financial Report

BTG plc

14 June 2016

ANNUAL REPORT AND ACCOUNTS 2016

In accordance with the Listing Rule 9.6.1, copies of the following documents have been submitted to the UK Listing Authority.

· A copy of the Company's Annual Report and Accounts for 2016

· A Circular to shareholders incorporating the Notice of the 2016 Annual General Meeting

· Form of proxy for the 2016 Annual General Meeting

These documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM 

The Annual Report and Accounts 2016 and Notice of Annual General Meeting 2016 are available on the Company website at www.btgplc.com.

The Annual General Meeting will be held at 10.30 am on Thursday, 14 July 2016 at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH

In accordance with DTR 6.3.5, extracted below from the Annual Report and Accounts is a management report in full unedited text which contains a responsibility statement, a statement in the directors' report in respect of the strategic report and details of related party transactions. References to page numbers and notes in the extract refer to those in the Annual Report and Accounts 2016. Details of principal risk factors and a condensed set of financial statements were appended to BTG plc's preliminary results announcement issued on 17 May 2016.

Name of contact and telephone number for queries:

Andy Burrows 020 7575 1741

Vice President, Corporate and Investor Relations

BTG plc

 UNEDITED EXTRACT FROM ANNUAL REPORT AND ACCOUNTS 2016

 The directors include the following statements:

1. Statement of directors' responsibilities in respect of the annual report 2016 and the financial statements

The directors are responsible for preparing the Annual Report 2016 and the Group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements on the same basis.

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 parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to

ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the directors in respect of the annual financial report

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the applicable set of

accounting standards, give a true and fair view of the assets, liabilities,

financial position and profit or loss of the Group and the undertakings

included in the consolidation taken as a whole; and

• the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the

consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

2. STATEMENT IN THE DIRECTORS' REPORT IN RESPECT OF THE STRATEGIC REPORT

The Group is required by the Companies Act 2006 to set out a fair and balanced review of the business, including the performance and development of the Group during the year and at the year end and a description of the principal risks it faces. This information is contained within the strategic report which can be found on pages 2 to 32 and incorporated into this report by reference:

• The Chairman's Statement on page 6, the Chief Executive's review on pages 7 and 8 and the Market Overview on pages 2 and 3 provide details of the Group's principal activities and strategy, its performance during the year and its prospects for future

development opportunities.

• Details of the principal risks facing the Group are set out on pages 27 to 32.

• Information relating to the environment, employees and stakeholders, health and safety, ethical considerations (including reporting of response to the UK Modern Slavery Act), charitable donations and policies regarding its employees is set out on pages 19 to 21.

This information is prepared solely to assist shareholders to assess the Group's overall strategy, the risks inherent in it and the potential for the strategy to succeed. The directors' report should not be relied on by any other person or for any other purpose.

Forward-looking statements contained in this report have been made by the directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the uncertainties,

including economic and business risk factors, inherent in them.

3. RELATED PARTY TRANSACTIONS

The Company has a related-party relationship with its subsidiary undertakings and its Directors.

In relation to the related party relationship identified on page 45 concerning Giles Kerr, payments made by BTG to Oxford University and Isis Innovations Ltd under the relevant licence agreements were £24,000 for the year ended 31 March 2016 (£5,000 for the year ended 31 March 2015). There are no amounts still outstanding and payable by BTG under these agreements as at 31 March 2016 (2015: nil).

Key management personnel are considered to be the directors and their remuneration is disclosed within the Remuneration Report on pages 54 to 75.

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