MATURITYVectura Group plc Sharesave Maturity

2016 Maturity -1 April 2019

SHARESAVE

YOU HAVE A CHOICE TO MAKE3 YEAR SAVINGS CONTRACT

Remember - you don’t have to make up your mind straight away; you’re able to buy shares at the Option Price for up to 6 months following your Maturity Date.

Please note however that you’ll need to allow sufficient time for the processing of your instructions before your Option lapses and therefore it is recommended that you submit your instructions no later than 21 days prior to the Option Lapse Date. Your Option Lapse Date can be found on the account details page when you are logged in to your online account.

Please also note that if you decide to exercise your Option and buy the shares, that the value of your shares and any income from them can go down as well as up and that you may not recover the amount of your original investment. Past performance is no indication of future performance. It is recommended that you check the price of Vectura Group plc shares regularly before deciding whether or not to buy shares at the Option Price.

Your choices explained

1 Exercise your Option to buy and keep all of the shares at the Option Price

If you select this choice, you’ll be using the savings in your Sharesave account to buy the Vectura Group plc shares to which you are entitled and to keep them in the form of a share certificate.

When your share certificate arrives you have the choice to either hold on to the shares or to sell the shares through a broker of your choosing. If you retain the shares, as a shareholder of Vectura Group plc you’ll be entitled to receive dividends (if and when they are paid) and have the chance to vote on important issues at General Meetings of the Company.

The exercise of share Options is an involved process and therefore it may take a little time for YBS Share Plans to complete this process with Vectura Group plc and their share registrars. YBS Share Plans cannot be held responsible for any adverse movements in the share price during this period. Once the share Option exercise process is complete you will receive a share certificate in your name. Please allow up to 30 days from the completion of the exercise process for receipt your share certificate.

Residual Balance

If you decide to buy the shares there will often be a small cash residue remaining in your Sharesave account. This is because it’s very unlikely that your savings will divide exactly by the Option Price. You can choose to donate your cash residue to charity (no greater than the value of one more share at the fixed Option Price) or receive a refund of the residue when providing your instructions. If you would like to donate this money to charity (Yorkshire Building Society’s Charitable Foundation), please tick the appropriate box when instructing online. To find out more about the work of the Charitable Foundation, visit www.ybs.co.uk.

Selling your shares at a later date

If you want to buy and keep your shares (Choice 1) with a view to selling them at a later date, you can do so by making your own private arrangements with any broker of your choosing on receipt of your share certificate.

2 Take a refund of the savings in your Sharesave account and not buy any shares at the Option Price

You don’t have to buy Vectura Group plc shares. If you prefer, you can simply request a refund of your savings. If YBS Share Plans have bank details registered against your Sharesave account your savings will be returned by Faster Payment, otherwise a cheque will be sent to your home address. Please allow up to 10 working days for receipt.

For this choice only, you can also call the YBS Share Plans Helpline on 0345 1 200 300 and close your account over the phone.

If you choose to close your account on or after the Maturity Date and take back your savings, you still retain the right to buy shares at the Option Price for the remainder of the 6 monthly period immediately following your Maturity Date. If you decide to follow this course of action you’ll need to call the YBS Share Plans Helpline to make the necessary arrangements.

The following choices are available to you:-

1 Exercise your Option to buy and keep all of the shares at the Option Price

2 Take a refund of the savings in your Sharesave account and not buy any shares at the Option Price

You’ve got choicesYou’re now invited to make a choice about what you would like to do with the savings in your Sharesave account.

Missed any payments?

If you’ve missed any payments during the savings period (up to a maximum of 12) your Maturity Date will be deferred by 1 month for every payment that you’ve missed and you’ll continue to have deductions taken from your pay until you’ve completed the 3 year savings contract. In these circumstances you’ll have 6 months from the deferred Maturity Date, in which to exercise your Option and buy your shares.

Any instructions received in respect of a deferred maturity will be processed at the first available opportunity following your deferred Maturity Date.

Leaving the company?

If you’re no longer an employee of Vectura Group plc or leave after the Maturity Date but before you’ve provided your maturity instructions, you may not be able to buy the shares. This will depend on your reason for leaving and the date on which you left. If you’re in any doubt about whether you can buy any shares please contact the YBS Share Plans Helpline on 0345 1 200 300. If you’re able to buy shares, you must do so within 6 months of leaving Vectura Group plc or within 6 months of the Maturity Date, whichever event comes first.

What about tax?

Under current legislation there’s no Income Tax to pay as a result of buying your shares or taking your savings. You may however have to pay Capital Gains Tax (CGT) if you sell your shares at a profit (this is the difference between the cost of buying your shares and the price you sell them for, minus any sale expenses).

HM Revenue & Customs (‘HMRC’) currently allows you to make a certain amount of capital gains in each tax year without being taxed. If your gain (which must include any other profit you’ve made within the tax year) exceeds the annual exemption limit, you’ll have to pay tax on any gain above this limit. The CGT limit for the 2018/2019 tax year is £11,700, however, please be aware that these figures change to £12,000 for the 2019/2020 tax year. Further information can be found on the HMRC website (www.hmrc.gov.uk).

Dealing Restrictions

If you’ve been notified by Vectura Group plc that you’re subject to its employee share dealing rules, you must comply with the requirements of those rules and seek clearance in accordance with the rules before proceeding with any transaction. All staff will be subject to the general law regarding insider dealing e.g. dealing when in possession of inside information.

When will I receive my cash or shares?

This all depends on the date you provide your instructions to YBS Share Plans – the sooner you provide your instructions the sooner you should receive your shares or cash.

The below table clarifies when YBS Share Plans need to receive your instructions for the first 3 batches and when your Sharesave account will be closed.

After the dates advertised below, buy and keep instructions (Choice 1) will be processed weekly for the remainder of the 6 month period in which you are entitled to buy the shares. If you choose to buy and keep the shares you should allow 30 days from the date YBS Share Plans close your account and transfer the balance to Vectura Group plc for receipt of your share certificate.

Batch Deadline for receipt of keep instructions at YBS Share Plans

YBS Share Plans close your Sharesave account and transfer balance to Vectura Group plc to cover cost of shares

Batch 1 23 March 2019 1 April 2019

Batch 2 3 April 2019 11 April 2019

Batch 3 10 April 2019 18 April 2019

Please note all dates are subject to change. YBS Share Plans cannot be held responsible for any changes to advertised dates which are outside their control nor any resulting loss.

Made up your mind?Once you’ve decided what you would like to do, you need to submit your instructions using the secure online facility provided by YBS Share Plans. Please visit www.ybsshareplans.co.uk/vectura to submit your instruction.

Go online

You’ll need to register to view your account online before you’re able to provide your instructions (unless you’ve already registered previously).

You’ll need your Sharesave account number to hand and will be asked to provide some security information. Registration will only take a few minutes of your time. Once registered your login details will be sent to you through the post and you’ll then be able to provide your instructions.

Once you’ve logged in you’ll need to select the maturing Sharesave account in the account view section, click on ‘Closure Options’, make your choice and follow the onscreen instructions to complete the cash or shares closure process. You’ll receive an email confirmation once you’ve successfully submitted your instructions.

YBS Share Plans will use an electronic system to verify your identity when you provide your maturity instruction online. For further details about this and how to provide your instructions please refer to the ‘Online Instructions Guide’ at www.ybsshareplans.co.uk/vectura.

General Information:No information contained within this document or any accompanying document should be taken as providing any advice or as a recommendation to exercise or not to exercise your Option or, having exercised, to sell or not to sell your shares – the choice is yours. Neither Vectura Group plc or YBS Share Plans can advise you on the best course of action for you in your particular circumstances.

Tax rules and legislation can change. Tax relief, which is referred to in this document, are those currently available and will depend upon your individual circumstances.

If you are in any doubt as to the legal, financial or taxation implications (including any Capital Gains Tax considerations and the collection of such taxes) for you on the exercise of Options, and/or the subsequent sale of shares, you should seek the advice of a qualified Independent Financial Adviser duly authorised under the Financial Services and Markets Act 2000.

Please remember that the price of shares, and the income from them, can go down as well as up, and that you may not recover the amount originally invested.

It is advisable to keep copies of all documentation sent to YBS Share Plans and Vectura Group plc in relation to the exercise of your Option as you may need to refer to this information when completing future tax returns.

Contact Details

YBS Share PlansThe Vectura Group plc Sharesave is administered by YBS Share Plans. If you have any queries about your Sharesave account, you may contact them at:

YBS Share PlansYorkshire Building SocietyYorkshire HouseYorkshire DriveBradfordBD5 8LJ

Or

By calling the YBS Share Plan Helpline on 0345 1 200 300

(Lines open 8.30am-5.30pm Mon-Fri, 9am-1pm Sat) Excluding Public Holidays in England and Wales.

Calls to 03 numbers are charged at the same standard network rate as 01 or 02 landline numbers, even when calling from a mobile.

YBS Share Plans is part of Yorkshire Building Society. YBS Share Plans, Yorkshire House, Yorkshire Drive, Bradford BD5 8LJ. Tel: 0345 1 200 300. Fax: 01274 357 950. ybsshareplans.co.uk. Yorkshire Building Society provides Share plan trustee administration services, including deposit taking in England and subject to English law and regulation. We are not responsible for Share plan deposits held by local savings carriers outside the UK.Yorkshire Building Society is a member of the Building Societies Association and is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Yorkshire Building Society is entered in the Financial Services Register under registration number 106085. Head Office: Yorkshire House, Yorkshire Drive, Bradford BD5 8LJ.Yorkshire Building Society is a member of the Financial Ombudsman Service. Further details are available on request from the Society.All communications with Yorkshire Building Society may be monitored/recorded to improve the quality of their service and for your protection and security. Calls to 03 numbers are charged at the same standard network rate as 01 or 02 landline numbers, even when calling from a mobile.