Results of General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

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.

12 May 2016

VERNALIS plc ("Vernalis" or the "Company")

Results of General Meeting

Vernalis plc (LSE: VER and "the Company") announces that, in connection with the £40 million placing announced by the Company on 26 April 2016, all resolutions put to shareholders at the General Meeting today were duly passed.

All resolutions were approved on a show of hands. The number of proxy votes received for each resolution is set out below.

*NB: Percentage of votes cast excludes withheld votes

The total number of shares in issue at the record date and time for voting was 445,133,540.

Application has been made for the 80,000,000 new Ordinary Shares, issued pursuant to the Placing, to be admitted to trading on AIM and it is expected that Admission and dealings in the Placing Shares will commence at 8.00 a.m. on 13 May 2016. Following Admission, the Company will have 525,133,540 shares in issue.

The full text of each resolution passed at the General Meeting held earlier today, Thursday 12 May 2016, is set out in the Circular and Notice of General Meeting which are available on Company's website at www.vernalis.com.

-- ENDS -

Enquiries:

Notes to Editors

About Vernalis

Vernalis is a revenue-generating, specialty pharmaceutical company with significant expertise in drug development. The Company has three approved products: Tuzistra® XR targeting the US prescription cough cold market; Moxatag®, a once-a-day formulation of the antibiotic, amoxicillin, indicated for the treatment of tonsillitis and/or pharyngitis secondary to Streptococcus pyogenes in adults and paediatric patients 12 years and older; and frovatriptan (Frova®) for the acute treatment of migraine. It has an exclusive licensing agreement to develop and commercialise multiple novel products focussed on the US prescription cough cold market as well as eight programmes in its NCE development pipeline. Vernalis also has significant expertise in fragment- and structure-based drug discovery which it leverages to enter into collaborations with larger pharmaceutical companies. The Company's technologies, capabilities and products have been endorsed by collaborations with leading pharmaceutical companies, including Asahi Kasei Pharma, Biogen Idec, Endo Pharmaceuticals Inc., GlaxoSmithKline, Genentech, H. Lundbeck A/S, Menarini, Novartis Institutes for BioMedical Research, Servier, Taisho Pharmaceutical Co. Ltd., and Tris.

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

Vernalis Forward-Looking Statements

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 New Chemical Entity ("NCE") pipeline, the Company's ability to successfully commercialise its cough cold products and Moxatag® through its own sales force, 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 Tuzistra® XR, Moxatag®, frovatriptan 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.