Result of General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR SOUTH AFRICA.

THE CONTENTS OF THIS ANNOUNCEMENT DO NOT CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES FOR SALE IN ANY JURISDICTION NOR SHALL THEY (OR ANY PART OF THEM) OR THE FACT OF THEIR DISTRIBUTION FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT TO DO SO. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF EU DIRECTIVE 2003/71/EC (THE "DIRECTIVE") AND PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED ("FSMA"). A PROSPECTUS HAS BEEN PREPARED AND MADE AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE DIRECTIVE. RECIPIENTS OF THIS ANNOUNCEMENT WHO INTEND TO PURCHASE SUCH SECURITIES ARE REMINDED THAT ANY SUCH PURCHASE OR SUBSCRIPTION MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS IN ITS FINAL FORM.

THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.

28 February 2012

Vernalis plc

Results of General Meeting

Vernalis plc (LSE: VER) ("Vernalis" or the "Company") is pleased to announce that at the General Meeting held earlier today, all of the Resolutions set out in the Notice of General Meeting included in the Prospectus sent to Shareholders on 10 February 2012 were duly passed. The Firm Placing and Placing and Open Offer and waiver of obligations under Rule 9 of the Takeover Code have therefore been approved by Shareholders.

On 10 February 2012, the Company announced that it was proposing to raise approximately £68.5 million (gross), through a Firm Placing and Placing and Open Offer of 342,528,564 New Ordinary Shares at a price of 20 pence per New Ordinary Share which has been fully underwritten by Nomura Code.

The results of the Open Offer were announced earlier today (28 February 2012).

The Firm Placing and Placing and Open Offer remains conditional upon admission of the New Ordinary Shares to trading on the London Stock Exchange's Main market for Listed Securities and to listing on the premium segment of the Official List of the FSA ("Admission"), which is expected to become effective on 2 March 2012. Upon Admission, the issued share capital of the Company will be 442,112,768 Ordinary Shares of 1 pence each with voting rights. No shares are held in treasury. Therefore, the total number of voting rights in the Company will, immediately following Admission, be 442,112,768.

Vernalis can confirm that following Admission, the Company will continue to be listed on the premium segment of the Official List of the FSA. Upon Admission, if the Company is in breach of Listing Rule 6.1.19, the Directors will take action pursuant to Resolution 4 to cancel the Company's current listing of the Ordinary Shares in the capital of the Company on the premium segment of the Official List of the FSA and to remove said Ordinary Shares from trading on the London Stock Exchange's main market for listed securities and will apply for admission of the said Ordinary Shares to trading on AIM. Further announcements on this subject will be made in due course.

The results of the proxy votes received in advance of the meeting are reported below:

(1) These numbers will not include any votes cast by INVESCO Asset Management Limited which are required to be disallowed and not counted at the meeting.

*NB: Percentage of votes cast excludes withheld votes

In respect to Resolution 3, this was taken on a poll at the meeting and results were as follows:

*NB: Percentage of votes cast excludes withheld votes

The Company confirms that a copy of the Resolutions passed at the General Meeting held earlier today, 28 February 2012, have been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

Capitalised terms used (but not defined) in this announcement have the same meanings as in the Prospectus sent to shareholders on 10 February 2012 unless the context requires otherwise.

About Vernalis:

Vernalis is a revenue generating development stage pharmaceutical company with significant expertise in drug development. The Group has one marketed product, frovatriptan for the acute treatment of migraine, and eight candidates in development, seven of which are designated priority programmes. Four of these priority development 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 Endo, Genentech, GSK, Lundbeck, Menarini, Novartis and Servier.

For further information about Vernalis, please visit www.vernalis.com

Not for release, publication or distribution directly or indirectly in or into the United States, Canada, Australia, New Zealand, Japan or South Africa.

Nomura Code Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Vernalis in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Vernalis for providing the protections afforded to clients of Nomura Code Securities Limited nor for providing advice in relation to the Firm Placing and Placing and Open Offer or any other transaction or arrangement referred to in this document. Nothing in this paragraph shall serve to include or limit any responsibilities or liabilities Nomura Code Securities Limited may have under FSMA or the regulatory regime established thereunder.

The contents of this announcement do not constitute or form part of an offer of or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities for sale in any jurisdiction nor shall they (or any part of them) or the fact of their distribution form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment to do so. This announcement is an advertisement and not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and Part VI of FSMA. A prospectus has been prepared and made available to the public in accordance with the Directive. Recipients of this announcement who intend to purchase such securities are reminded that any such purchase or subscription must be made solely on the basis of the information contained in the prospectus in its final form.

The securities may not be offered or sold in the United States, unless registered under the Securities Act, or pursuant to an exemption from such registration. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States and the company does not currently intend to register any securities under the Securities Act. This announcement is not for distribution directly or indirectly in or into the United States.

The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement nor that the information in it is correct as of any subsequent time.