Results of Extraordinary General Meeting

28 May 2003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

The Board of Vernalis Group plc announces that, at the Extraordinary General Meeting held earlier today, the Resolutions which were set out in the Notice of Extraordinary General Meeting included in the prospectus in relation to the Placing and Open Offer dated 1 May 2003 (the "Prospectus") were duly passed.

The New Ordinary Shares to be issued under the Placing and Open Offer will rank pari passu with the existing Ordinary Shares in all respects.

The Placing and Open Offer remain conditional upon Admission and it is expected that the New Ordinary Shares will be admitted to the Official List and dealings will commence in the New Ordinary Shares on the London Stock Exchange's market for listed securities on 30 May 2003.

Terms defined in the Prospectus have the same meaning in this announcement.

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