LEI: 549300Q7EXQQH6KF7Z84

19 December 2022

RTW VENTURE FUND LIMITED

 (the "Company")

Result of Extraordinary General Meeting

As announced on 1 December 2022, RTW Venture Fund Limited (the "Company") had convened an extraordinary general meeting (the "Extraordinary General Meeting") to approve resolutions (the "Resolutions") in connection with the Company's change of articles of incorporation ("New Articles") and the change to the Company's tax status, with effect from 1 December 2022, from a "publicly traded partnership" or "PTP" to a corporation for U.S. federal tax purposes ("Tax Election").

The Company is pleased to announce that, at the Extraordinary General Meeting held earlier today, both Resolutions put forward were passed by way of a poll.  The text of the Resolutions and the votes cast are detailed at the end of this announcement.

For the purposes of this announcement, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the circular to shareholders dated 1 December 2022 (the "Circular").

A copy of the results will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For Further Information please contact:

About RTW Venture Fund Limited:

RTW Venture Fund Limited (LSE: RTW & RTWG) is an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by a long-term approach to support innovative businesses, RTW Venture Fund invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives.

RTW Venture Fund Limited is managed by RTW Investments, LP, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.

Visit the RTW website at www.rtwfunds.com for more information.

Resolution 1

IT IS HEREBY RESOLVED THAT:

the articles of incorporation produced to the Extraordinary General Meeting and, for the purposes of identification, initialled by the Chairman (the "New Articles"), be adopted, with effect from conclusion of the Extraordinary General Meeting, as the new articles of incorporation of the Company in substitution for, and to the exclusion, in their entirety, of, the Existing Articles. 

Resolution 2

IT IS HEREBY RESOLVED THAT:

the decision of the Board to make the Tax Election be and is hereby ratified.

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution. Percentages are expressed as a proportion of total votes cast (which does not include votes withheld)

Resolution 1 was passed as a special resolution and Resolution 2 was passed as an ordinary resolution.