Response to Carlyle 'No Increase' Statement

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

FOR IMMEDIATE RELEASE

 11 August 2021

RESPONSE TO ''NO INCREASE'' STATEMENT BY CARLYLE

The Board of Vectura (the ''Board'') notes yesterday's announcement by Murano Bidco Limited (''Carlyle'') that Carlyle will not increase its cash offer of 155 pence per Vectura share, as announced on 6 August 2021.

The Board further notes that, in accordance with the statement of the Takeover Panel made on 9 August 2021, as Carlyle has made its no increase statement before 5.00pm on 10 August 2021, the auction procedure will not proceed and that PMI Global Services Inc. (''PMI'') has until 5.00pm on 12 August 2021 to announce a revised offer.

Consistent with its announcement on 9 August 2021, the Board therefore intends to make a further announcement following the expiration of the above deadline or, if sooner, following any announcement by PMI of a revised offer or an announcement that its offer will not be increased further.

Enquiries:

Clifford Chance LLP is acting as legal adviser to Vectura.

Important notice

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser and corporate broker exclusively for Vectura and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Vectura and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Vectura and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Vectura's website at https://www.Vectura.com by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website are not incorporated into and do not form part of this announcement.

General

If you are in any doubt about the contents of this announcement 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 independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.