FRLN Freeline Therapeutics Holdings PLC

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES ACT OF 1934

FREELINE THERAPEUTICS HOLDINGS PLC

(Name of the Issuer)

Freeline Therapeutics Holdings plc

Bidco 1354 Limited

Syncona Limited

Syncona Holdings Limited

Syncona Portfolio Limited

Syncona Investment Management Limited

Mr. Roel Bulthuis

Dr. Christopher Hollowood

(Names of Persons Filing Statement)

American Depositary Shares, each representing fifteen ordinary shares,

Ordinary shares, nominal value £0.00001 per share*

(Title of Class of Securities)

35655L206**

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

* Not for trading, but only in connection with the registration of the American Depositary Shares.

** This CUSIP number applies to the American Depositary Shares, each representing fifteen ordinary shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

INTRODUCTION

This Amendment No. 1 to the Transaction Statement on Schedule 13E-3 (as amended, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Freeline Therapeutics Holdings plc, a public limited company incorporated in England and Wales (the “Company”), (2) Bidco 1354 Limited, a company incorporated in England and Wales (“Bidco”), (3) Syncona Portfolio Limited, a company incorporated in England and Wales, (4) Syncona Limited, a registered, closed-ended investment company incorporated as a limited company in Guernsey, (5) Syncona Holdings Limited, a private limited company incorporated in Guernsey, (6) Syncona Investment Management Limited, a private limited company organized under the laws of England and Wales, (7) Dr. Christopher Hollowood and (8) Mr. Roel Bulthuis.

This Transaction Statement relates to the Implementation Agreement, dated November 22, 2023, between the Company and Bidco (the “Implementation Agreement”), pursuant to which Bidco will acquire the entire issued and to be issued share capital of the Company (other than the Excluded Shares) for $0.433333 in cash per ordinary share, equivalent to $6.50 in cash per American Depositary Share (“ADS”). Under the terms of the Implementation Agreement, the proposed acquisition (the “Acquisition”) will be implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 between the Company and Scheme Shareholders (the “Scheme”). Bidco reserves the right to elect, subject to the terms of the Implementation Agreement, to implement the Acquisition by way of a takeover offer (within the meaning of section 974 of the UK Companies Act 2006).

The Scheme is subject to the satisfaction or, if capable of waiver, waiver of the conditions set forth in the Implementation Agreement, including: (a) the approval by a majority in number of the holders of Scheme Shares representing not less than 75% in value of the Scheme Shares (or the relevant class or classes thereof, if applicable) in each case, present, entitled to vote and voting, either in person or by proxy, at the meeting to be convened by order of the High Court of Justice in England and Wales (the “Court”) in order for the Scheme Shareholders to consider, and if thought fit, to approve, the Scheme (the “Court Meeting”); (b) the passing of all resolutions necessary to approve and implement the Scheme by the requisite majority at the general meeting to be convened for the shareholders of the Company to consider, and if thought fit approve, certain matters in connection with the Scheme and the proposed Acquisition (the “General Meeting”); and (c) the sanction of the Scheme by the Court and, following such sanction, the delivery of a copy of the court order sanctioning the Scheme to the UK Registrar of Companies.

In connection with the Scheme and the Court Meeting and the General Meeting, the Company will distribute a scheme document to the Scheme Shareholders, an amended copy of which is attached hereto as Exhibit (a)(3)(1) (such scheme document, as amended, the “Scheme Document”). Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Scheme Document, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Scheme Document and the annexes thereto. The cross-references below show the location in the Scheme Document of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Scheme Document.

The information concerning the Company contained in, or incorporated by reference into, this Schedule 13E-3 and the Scheme Document was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Schedule 13E-3 and the Scheme Document was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

1

Item 1. Summary Term Sheet.

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Item 2. Subject Company Information.

(a) Name and Address

The name of the subject company is Freeline Therapeutics Holdings plc, with principal executive offices at Sycamore House, Gunnels Wood Road, Stevenage, Hertfordshire, SG1 2BP, United Kingdom and telephone number +44 (0)1438 906870.

(b) Securities

As of 16 January 2024, there were 65,892,429 ordinary shares of the Company issued and outstanding, including such ordinary shares represented by ADSs, each representing fifteen ordinary shares.

(c) Trading Market and Price

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(d) Dividends

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(e) Prior Public Offerings

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(f) Prior Stock Purchases

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

2

Item 3. Identity and Background of Filing Person.

(a) Name and Address

Freeline Therapeutics Holdings plc, the subject company, is a filing entity. The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Bidco 1354 Limited is a filing entity. The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Each of Syncona Limited, Syncona Holdings Limited, Syncona Portfolio Limited and Syncona Investment Management Limited is a filing entity. The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Dr. Christopher Hollowood is a filing person. The information set forth in the Scheme Document under the caption “Annex C – Directors, Officers and Control Persons of Each Filing Person” is incorporated herein by reference.

Mr. Roel Bulthuis is a filing person. The information set forth in the Scheme Document under the caption “Annex C – Directors, Officers and Control Persons of Each Filing Person” is incorporated herein by reference.

(b) Business and Background of Entities

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c) Business and Background of Natural Persons

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

3

Item 4. Terms of the Transaction.

(a) Material Terms

(1) Tender Offers. Not applicable.

(2) Mergers or Similar Transactions. The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c) Different Terms

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

4

(d) Appraisal Rights

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(e) Provisions for Unaffiliated Security Holders

None.

(f) Eligibility for Listing or Trading

Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Transactions

The information set forth in the Form 6-K, furnished by the Company to the SEC on November 22, 2023, under the caption “Information Contained in this Report on Form 6-K – Convertible Loan Notes” is incorporated herein by reference.

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(b) – (c) Significant Corporate Events; Negotiations or Contacts

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(e) Agreements Involving the Subject Company’s Securities

The information set forth in the Form 6-K, furnished by the Company to the SEC on November 22, 2023, under the caption “Information Contained in this Report on Form 6-K – Convertible Loan Notes” is incorporated herein by reference.

5

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of the Securities Acquired

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c)(1) – (8) Plans

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

6

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(b) Alternatives

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c) Reasons

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(d) Effects

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

7

Item 8. Fairness of the Transaction.

(a) – (b) Fairness; Factors Considered in Determining Fairness

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c) Approval of Security Holders

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(d) Unaffiliated Representative

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(e) Approval of Directors

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(f) Other Offers

None.

8

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a) – (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c) Availability of Documents

The information set forth in the Scheme Document under the following caption is incorporated herein by reference:

Item 10. Source and Amounts of Funds or Other Consideration.

(a) Source of Funds

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(b) Conditions

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(c) Expenses

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(d) Borrowed Funds

Not applicable.

Item 11. Interest in Securities of the Subject Company.

(a) Securities Ownership

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

9

(b) Securities Transactions

The information set forth in the Form 6-K, furnished by the Company to the SEC on November 22, 2023, under the caption “Information Contained in this Report on Form 6-K – Convertible Loan Notes” is incorporated herein by reference.

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Item 12. The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(e) Recommendations of Others

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Item 13. Financial Information.

(a) Financial Information

The audited financial statements of the Company for the fiscal years ended December 31, 2022 and 2021 are incorporated herein by reference to the Company’s Form 20-F for the fiscal year ended December 31, 2022, filed on April 4, 2023 (see page F-1 and following pages). The unaudited financial statements of the Company for the quarterly period ended September 30, 2023 are incorporated herein by reference to Item 1 of the Form 6-K furnished by the Company to the SEC on December 1, 2023 (see Item 1).

10

The net book value per ordinary share of the Company as of September 30, 2023 was $0.46 based on 65,369,206 ordinary shares of the Company issued and outstanding as of September 30, 2023.

(b) Pro Forma Information

Not applicable.

(c) Summary information

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations

The information set forth in the Scheme Document under the following captions is incorporated herein by reference:

(b) Employees and Corporate Assets

The information set forth in the Scheme Document under the following caption is incorporated herein by reference:

Item 15. Additional Information.

(c) Other Material Information

The information set forth in the Scheme Document, including all annexes thereto, is incorporated in its entirety herein by reference.

11

12

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Transaction Statement is true, complete and correct.

Dated: January 17, 2024

[Signature Page to SC 13E-3]

Exhibit (a)(3)(1)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF FREELINE THERAPEUTICS HOLDINGS PLC’S ADSs ON THE NASDAQ CAPITAL MARKET. PART III (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, attorney, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser.

If you sell, or have sold or otherwise transferred all of your Freeline Shares or Freeline ADSs, please send this document (but not any accompanying personalised documents) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Freeline Shares or Freeline ADSs, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom and United States may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction.

The accompanying Forms of Proxy and ADS Voting Instruction Card are personalised. If you have recently purchased or been transferred Freeline Shares or Freeline ADSs, you should contact Freeline’s registrar, Computershare, on the telephone number set out on page 37 of this document to obtain replacements for these documents.

Recommended acquisition of

FREELINE THERAPEUTICS HOLDINGS PLC

by

BIDCO 1354 LIMITED

to be effected by means of a

scheme of arrangement under Part 26 of

the Companies Act 2006

Freeline Shareholders and Freeline ADS Holders should read carefully the whole of this document and the accompanying Forms of Proxy (or, if applicable, the ADS Voting Instruction Card). Your attention is drawn to the letter from the Special Committee of Freeline in Part I (Letter from the Special Committee of Freeline Therapeutics Holdings plc) of this document, which contains the unanimous recommendation of the Special Committee that you vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting. An explanatory statement explaining the Scheme in greater detail is set out in Part III (Explanatory Statement) of this document.

Notices of the Court Meeting and the General Meeting, both of which are to be held at the offices of Freeline’s solicitors, Skadden, at 22 Bishopsgate, London, EC2N 4BQ on 12 February 2024, are set out at the beginning of this document. The Court Meeting will start at 2.30 p.m. (GMT) and the General Meeting will start at 2.45 p.m. (GMT) (or as soon thereafter as the Court Meeting has been concluded or adjourned).

1

The action to be taken by Freeline Shareholders in respect of the Court Meeting and General Meeting is set out on pages 24 to 25. Whether or not you intend to be present at the Court Meeting and/or the General Meeting, please complete and sign both Forms of Proxy accompanying this document, BLUE for the Court Meeting and WHITE for the General Meeting, in accordance with the instructions set out on pages 173 to 175 of this document (Notice of Court Meeting) and pages 176 to 182 of this document (Notice of General Meeting) return them using the prepaid envelope provided to Freeline’s registrar, Computershare, as soon as possible, and in any event so as to be received by Computershare at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom not later than 2.30 p.m. (GMT) on 8 February 2024 in the case of the Court Meeting and not later than 2.45 p.m. on 8 February 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting. Alternatively, the Form of Proxy for the Court Meeting (but not the General Meeting) may be handed to the Chairman of the Court Meeting at the commencement of that meeting. Forms of Proxy returned by fax will not be accepted. You can also lodge your proxy vote online at www.eproxyappointment.com, so as to be received not later than 48 hours before the relevant meeting. The return of a completed Form of Proxy, the electronic appointment of a proxy or the submission of a proxy via CREST will not prevent you from attending the Court Meeting and/or the General Meeting, or any adjournment thereof, and voting in person if you so wish and if you are entitled to do so.

Freeline ADS Holders will not be entitled to attend the Court Meeting or the General Meeting in person or by proxy or vote directly on the Scheme. Freeline ADS Holders are asked to complete and return their ADS Voting Instruction Cards in accordance with the instructions on the ADS Voting Instruction Card as soon as possible, and in any event so that it is received by no later than 10.00 a.m. (Eastern Standard time) on 6 February 2024, or, if either the Court Meeting or the General Meeting is adjourned, such later date as may be notified by the Depositary. If you hold such Freeline ADSs indirectly, you must rely on the procedures of the broker, bank or other nominee through which you hold your Freeline ADSs.

This document is dated 18 January 2024 and is first being mailed to Freeline Shareholders on or about 18 January 2024.

If you hold your Freeline Shares in uncertificated form through CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notice of the General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participant ID 3RA50) must be received by Computershare not later than 2.30 p.m. (GMT) on 8 February 2024 in the case of the Court Meeting and not later than 2.45 p.m. (GMT) on 8 February 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned meeting.

Capitalised words and phrases used in this document shall have the meanings given to them in Part VIII (Definitions).

IMPORTANT NOTICE

This document has been prepared for the purposes of complying with English law and U.S. securities law and the information disclosed herein may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction.

The distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law, and therefore, persons into whose possession this document comes should inform themselves about, and should observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, pursuant to the document or otherwise, in any jurisdiction in which such offer or solicitation is unlawful.

2

The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Freeline, Bidco or any Syncona Person except where otherwise expressly stated. Neither Freeline nor Bidco nor any Syncona Person intends, or undertakes any obligation, to update information contained in this document, except as required by applicable law.

No person has been authorised to make any representations on behalf of Freeline, the Freeline Group, Bidco, or any other Syncona Person concerning the Acquisition or the Scheme which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been authorised.

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This document contains statements that constitute “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including statements that express the opinions, expectations, beliefs, plans, objectives, assumptions or projections of Freeline regarding future events or future results, in contrast with statements that reflect historical facts. All statements, other than historical facts, including statements regarding the anticipated benefits of the Acquisition and the expected time of effectiveness of the Acquisition are forward-looking statements. In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or similar expressions. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to Freeline, and you should not place undue reliance on such statements. Forward-looking statements are subject to many risks and uncertainties, including (1) the Acquisition is subject to the satisfaction or waiver of certain conditions, including the receipt of requisite approvals by Freeline Shareholders and the sanction of the Scheme by the Court, which conditions may not be satisfied or waived; (2) uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; (3) the risk that the Acquisition disrupts the parties’ current operations or affects their ability to retain or recruit key employees; (4) the possible diversion of management time on acquisition-related issues; (5) litigation relating to the acquisition; (6) unexpected costs, charges or expenses resulting from the Acquisition; and (7) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Freeline cannot guarantee that any forward-looking statement will be realised. Should known or unknown risks or uncertainties materialise or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated, or projected. Investors are cautioned not to put undue reliance on forward-looking statements. A further list and description of risks, uncertainties, and other matters can be found in Freeline’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022, and in subsequent reports on Form 6-K, in each case including in the sections thereof captioned “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3.D. Risk factors.” Many of these risks are outside of Freeline’s control and could cause its actual results to differ materially from those it thought would occur. The forward-looking statements included in this document are made only as of the date hereof. Freeline does not undertake, and specifically declines, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law. To the extent that any of the periodic reports incorporated by reference in this document contain references to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 with respect to forward-looking statements, Freeline notes that these safe harbour provisions do not apply to any forward-looking statements Freeline makes in connection with the going-private transaction described in this document.

3

INFORMATION FOR OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or the United States or who are subject to the laws of another jurisdiction to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This document has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the United States.

Copies of this document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer may not (unless otherwise permitted by applicable law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

NOTICE TO UNITED STATES FREELINE SHAREHOLDERS

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under Part 26 of the Act. The Acquisition is to be implemented by way of a scheme of arrangement. If, in the future, Bidco exercises its right to elect to implement the Acquisition by way of a Takeover Offer, subject to the terms of the Implementation Agreement, and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.

It may be difficult for U.S. Freeline Shareholders and Freeline ADS Holders to enforce their rights and any claim arising out of the U.S. federal securities laws, because Freeline is located outside of the U.S., and some or all of its officers and directors are residents of countries outside of the U.S. Freeline Shareholders and Freeline ADS Holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

U.S. Freeline Shareholders and Freeline ADS Holders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain Freeline Shareholders and Freeline ADS Holders is set out in paragraph 10 of Part VI (Additional Information) of this document. U.S. Freeline Shareholders and Freeline ADS Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

4

PUBLICATION ON WEBSITE

A copy of this document, together with all information incorporated into this document by reference to another source, will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Acquisition would breach any applicable law, on Freeline’s website, at https://freeline.life/investors/sec-filings, on the date following publication of this document. For the avoidance of doubt, neither the contents of such website nor the contents of any website accessible from hyperlinks on such website (or any other websites referred to in this document) are incorporated into, or form part of, this document.

ROUNDING

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetical aggregation of the figures that precede them.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Therefore, whether or not you plan to attend the Meetings, please complete and sign both the enclosed BLUE and WHITE Forms of Proxy, or deliver your voting instructions by one of the other methods mentioned below, as soon as possible.

Date

This document is published on 18 January 2024.

5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The expected date of the Court Hearing to sanction the Scheme and each of the other dates and times set out below will depend, amongst other things, on the date on which the conditions to the Scheme and the Acquisition are satisfied or, if capable of waiver, waived. They are accordingly presented as indicative and referable to the date on which those conditions are satisfied or waived (as the case may be). Further details of the conditions are set out in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.

Freeline will give notice of each of the below dates and times, when known, by issuing an announcement through GlobeNewswire or another national news wire service and by making such announcement available on Freeline’s website https://freeline.life/investors/sec-filings. Further updates or changes to other times or dates indicated below shall be notified in the same manner.

6

The Court Meeting and the General Meeting will each be held at the offices of Freeline’s solicitors, Skadden, at 22 Bishopsgate, London, EC2N 4BQ, at 2.30 p.m. (GMT) and 2.45 p.m. (GMT), respectively, on 12 February 2024.

All references in this timetable to times are to times in London (unless otherwise stated).

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

TO VOTE ON THE PROPOSALS

The Court Meeting and the General Meeting will be held at the offices of Freeline’s solicitors, Skadden, at 22 Bishopsgate, London, EC2N 4BQ on 12 February 2024 at 2.30 p.m. (GMT) and 2.45 p.m. (GMT), respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned). In respect of the General Meeting, you are entitled to one vote for each Freeline Share that you hold as at the Scheme Voting Record Time. In respect of the Court Meeting, you are entitled to one vote for each Scheme Share that you hold as at the Scheme Voting Record Time. As at the Latest Practicable Date, there were 65,892,429 Freeline Shares issued and outstanding, including Freeline Shares represented by Freeline ADSs.

Whether or not you plan to attend the Meetings, if you are a Freeline Shareholder, please:

so that they are received no later than 2.30 p.m. (GMT) on 8 February 2024 (in the case of the BLUE Form of Proxy for the Court Meeting) or 2.45 p.m. (GMT) on 8 February 2024 (in the case of the WHITE Form of Proxy for the General Meeting). A prepaid envelope is provided for this purpose in the UK only. Your vote will be cast as specified on the applicable Form of Proxy.

Alternatively, BLUE Forms of Proxy (but NOT WHITE Forms of Proxy) may be handed to a representative of Computershare, on behalf of the Chairman of the Court Meeting, at the venue of the Court Meeting or the Chairman of the Court Meeting before the start of the Court Meeting on 12 February 2024. In the case of the General Meeting, unless the WHITE Form of Proxy is returned by the time and date mentioned in the instructions printed thereon, it will be invalid.

The completion and return of the Forms of Proxy will not prevent eligible Freeline Shareholders from attending and voting at the Court Meeting or the General Meeting, or any adjournment thereof, in person.

Freeline Shareholders who hold Freeline Shares in CREST may appoint a proxy or proxies through the CREST Electronic Proxy Appointment Service using the procedures described in the CREST Manual.

Freeline Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through www.eproxyappointment.com using their shareholder investor code found on their Form of Proxy and following the online instructions. Further details in relation to electronic appointment of proxies are set out on page 28 of this document.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO SIGN THE FORMS OF PROXY AND RETURN THEM BY POST USING THE PREPAID ENVELOPE PROVIDED, DURING NORMAL BUSINESS HOURS ONLY, TO COMPUTERSHARE AT THE PAVILIONS, BRIDGWATER ROAD, BRISTOL, BS99 6ZZ, UNITED KINGDOM, AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY COMPUTERSHARE PRIOR TO THE DEADLINES SET OUT ABOVE, OR IN THE CASE OF AN ADJOURNED MEETING, NOT LESS THAN 48 HOURS PRIOR TO THE TIME AND DATE SET FOR THE ADJOURNED MEETING.

IF YOU ARE A SCHEME SHAREHOLDER, YOUR ATTENTION IS DRAWN TO THE REGIME FOR THE APPOINTMENT OF PROXIES SET OUT IN THE NOTES TO THE FORMS OF PROXY AND THE NOTES SET OUT IN THE NOTICE OF COURT MEETING AND THE NOTICE OF THE GENERAL MEETING, INCLUDING IN RESPECT OF THE APPOINTMENT OF MULTIPLE PROXIES.

22

This page should be read in conjunction with the section entitled “ACTION TO BE TAKEN / GENERAL INFORMATION” on pages 24 and 25 of this document and the section entitled “FORM OF PROXY FOR VOTING AT THE COURT MEETING AND GENERAL MEETING” on pages 26 to 29 of this document, the rest of this document and the accompanying Forms of Proxy.

Helplines

If you have any queries relating to this document or the completion and return of the Forms of Proxy, please call the Freeline Shareholder helpline at +44 (0) 370 703 6147. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (GMT).

Freeline ADS Holders who have any questions should contact the Depositary using the contact details provided on the ADS Voting Instruction Card provided to you or found at www.citi.com/dr. If you hold Freeline ADSs indirectly, you should contact the bank, broker, financial institution or administrator through which you hold Freeline ADSs.

Proposals

At the Court Meeting you will be asked to approve the Scheme, with or subject to any modification, addition or condition which Freeline and Bidco may agree and which the Court may approve or impose, pursuant to which the Scheme Shares will be acquired by Bidco (or another member of the Syncona group).

At the General Meeting you will be asked to approve the Resolution to authorise the Freeline Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect, and to amend, with effect from the passing of such resolution, the Freeline Articles to ensure that any Freeline Shares issued after the General Meeting will be subject to the Scheme or otherwise transferred to Bidco (or another member of the Syncona group).

Recommendation and Voting by the Special Committee

For the reasons set out in this document, the Special Committee, who has consulted with its legal and financial advisors regarding the terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable.

The Special Committee believes that the terms of the Acquisition, including the terms of the Implementation Agreement, are fair and reasonable and that proceeding with the Acquisition is likely to promote the success of Freeline for the benefit of its shareholders, having had regard to the interests of other stakeholders, and unanimously recommends that you vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.

23

ACTION TO BE TAKEN / GENERAL INFORMATION

The Scheme requires approval at a meeting of the Scheme Shareholders convened with the permission of the Court (known as the Court Meeting) and at the General Meeting. The Court Meeting and the General Meeting will be held at the offices of Freeline’s solicitors, Skadden, at 22 Bishopsgate, London, EC2N 4BQ on 12 February 2024 at 2.30 p.m. (GMT) and 2.45 p.m. (GMT), respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned).

Please check you have received the following with this document:

All Freeline Shareholders:

If you have not received these documents, please contact Freeline’s registrar, Computershare, or your broker, bank or other nominee.

All Freeline ADS Holders:

If you have not received these documents, please contact the Depositary’s ADS shareholder services at +1-877-248-4237, or your broker, bank or other nominee.

Shareholder Proposals

Under English law, except as provided below, there is no general right for a shareholder of a UK public limited company to put items on the agenda of a general meeting (save for the annual general meeting) that has been convened by directors. English law provides that shareholders holding not less than 5 per cent. of Freeline’s paid up share capital carrying voting rights may requisition the Special Committee to convene a general meeting and may require resolutions to be put before a general meeting they have convened.

If the Scheme does not become Effective, Freeline Shareholders will be entitled to attend and participate in Freeline’s next (and subsequent) annual general meeting. Under the Act, Freeline is required to hold its 2024 annual general meeting by no later than 30 June 2024. If any such annual general meeting is held, shareholder proposals will be eligible for consideration for inclusion in the form of proxy for such annual general meeting in accordance with the Freeline Articles.

In addition to the Act, shareholders representing at least 5 per cent. of the total voting rights of all shareholders who have a right to vote at the 2024 annual general meeting of Freeline can require Freeline to give Freeline Shareholders notice of a resolution which may be and is intended to be moved at the 2024 annual general meeting of Freeline unless (a) the resolution would, if passed, be ineffective (whether by reason of inconsistency with any enactment or Freeline’s Articles or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request, made by the requisite number of Freeline Shareholders, must be received by Freeline not later than six weeks before the annual general meeting.

24

EXERCISE YOUR RIGHT TO VOTE

IF YOU ARE A SCHEME SHAREHOLDER OR A BENEFICIAL OWNER, FREELINE STRONGLY ENCOURAGES YOU TO EXERCISE YOUR RIGHT TO VOTE OR GIVE INSTRUCTIONS TO THE RELEVANT REGISTERED OWNER TO VOTE IN PERSON OR BY PROXY AT THE COURT MEETING AND AT THE GENERAL MEETING.

IF YOU ARE A REGISTERED OWNER HOLDING FREELINE SHARES ON BEHALF OF BENEFICIAL OWNERS, WE SHOULD BE GRATEFUL IF YOU WOULD INFORM THE RELEVANT BENEFICIAL OWNERS ABOUT THE IMPORTANCE OF EXERCISING THEIR VOTE.

IF YOU ARE A FREELINE ADS HOLDER, YOU CANNOT VOTE AT THE COURT MEETING OR THE GENERAL MEETING DIRECTLY, BUT YOU MAY INSTRUCT THE DEPOSITARY (AS THE HOLDER OF THE FREELINE SHARES UNDERLYING THE FREELINE ADS(S)) TO EXERCISE YOUR RIGHT TO VOTE ACCORDING TO THE TERMS OF THE DEPOSIT AGREEMENT. PLEASE COMPLETE AND RETURN THE ADS VOTING INSTRUCTION CARD TO THE DEPOSITARY IN A TIMELY MANNER. IF YOU HOLD YOUR COMPANY ADS(S) THROUGH A FINANCIAL INTERMEDIARY, PLEASE FOLLOW THE INSTRUCTIONS THAT THE FINANCIAL INTERMEDIARY PROVIDES TO YOU.

THE DEPOSIT AGREEMENT PROVIDES THAT IF THE DEPOSITARY RECEIVES VOTING INSTRUCTIONS FROM A FREELINE ADS HOLDER WHICH FAILS TO SPECIFY THE MANNER IN WHICH THE DEPOSITARY IS TO VOTE THE FREELINE SHARES REPRESENTED BY FREELINE ADS(S) HELD BY SUCH FREELINE ADS HOLDER, SUCH FREELINE ADS HOLDER IS DEEMED TO HAVE INSTRUCTED THE DEPOSITARY TO VOTE IN FAVOUR OF THE ITEMS SET FORTH IN THE VOTING INSTRUCTIONS.

IF YOU BECOME A FREELINE ADS HOLDER OF RECORD AFTER THE ADS VOTING RECORD TIME, YOU WILL NOT BE ENTITLED TO PROVIDE INSTRUCTIONS TO THE DEPOSITARY TO VOTE THE FREELINE SHARES UNDERLYING YOUR FREELINE ADS(S).

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, ATTORNEY, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT PROFESSIONAL ADVISER WHO, IF YOU ARE TAKING ADVICE IN THE UNITED KINGDOM, IS AUTHORISED PURSUANT TO THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR, IF YOU ARE IN A TERRITORY OUTSIDE THE UNITED KINGDOM, IS AN APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

25

FORM OF PROXY FOR VOTING AT THE COURT MEETING

AND GENERAL MEETING

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Therefore, whether or not you plan to attend the Meetings, please complete and sign both the enclosed BLUE and WHITE Forms of Proxy, or deliver your voting instructions by one of the other methods mentioned below, as soon as possible. Your vote will be cast as specified on the applicable Form of Proxy.

Sending Forms of Proxy by post

Freeline Shareholders will find enclosed with this document a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting. Please complete and sign the enclosed Forms of Proxy in accordance with the instructions printed thereon and return them by post using the prepaid envelope provided to Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom, so as to be received as soon as possible and in any event not later than:

or, in the case of either meeting being adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. A prepaid envelope is provided for this purpose in the UK only, Forms of Proxy returned by fax will not be accepted. This will enable your votes to be counted at the Meetings in the event of your absence.

If the BLUE Form of Proxy for use at the Court Meeting is not returned by such time, it may be handed to the Chairman of the Court Meeting or a representative of Freeline’s registrar, Computershare, on behalf of the Chairman of the Court Meeting, before the start of that meeting. However, in the case of the General Meeting, the WHITE Form of Proxy must be received by the time mentioned above, or it will be invalid.

Proxy appointment

Scheme Shareholders entitled to attend and vote at the Court Meeting and Freeline Shareholders entitled to attend and vote at the General Meeting may appoint a proxy to attend and to speak and vote in his/her place.

Freeline Shareholders are entitled to appoint a proxy in respect of some or all of their Freeline Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A proxy need not be a member of Freeline.

Please note that the appointment of a proxy or proxies is separate for each of the Court Meeting and the General Meeting.

To be valid, Forms of Proxy must be executed by or on behalf of the Freeline Shareholder or, if you are a corporate, under the hand of a duly authorised officer or attorney.

If two or more valid, but differing, appointments of proxy are delivered or received in respect of the same share, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If Freeline is unable to determine which instrument was last validly delivered or received, none of them shall be treated as valid in respect of that share.

The completion and return of the Forms of Proxy, or the appointment of a proxy electronically using CREST (or any other procedure listed below), will not prevent Scheme Shareholders from attending and voting in person at

26

the Court Meeting and Freeline Shareholders from attending and voting in person at the General Meeting, or any adjournment thereof, if you wish and are entitled to do so. Shareholders who hold their Freeline Shares in the name of a broker, bank or other nominee should follow the voting instructions provided by such nominee to ensure that their Freeline Shares are represented at the Court Meeting and the General Meeting.

Revocability of proxies

Any person submitting a Form of Proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a Freeline Shareholder of record, you may revoke your proxy at any time before the vote is taken at the Court Meeting or the General Meeting, as applicable, by:

Please note, however, that only your last validly delivered or received proxy will count (regardless of its date or of the date of its execution). Attending the Court Meeting or the General Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your shares indirectly through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares indirectly, you may also revoke a prior proxy by voting in person at the Court Meeting and/or General Meeting if you obtain a Form of Proxy executed in your favour from your broker, bank or other nominee in order to be able to vote in person at such meeting.

Effect of abstentions and broker non-votes

An abstention occurs when a shareholder abstains from voting (either in person or by proxy) on one or more of the proposals. Broker non-votes occur when a broker, bank, trust or other nominee returns a proxy but does not have authority to vote on a particular proposal.

In connection with the Court Meeting, abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.

In connection with the General Meeting, abstentions and broker non-votes will be considered in determining the presence of a quorum. However, abstentions and broker non-votes are not considered votes cast and therefore will not have any effect on the outcome of the vote for the purposes of determining whether the Resolution has been approved.

Multiple proxy voting instructions

Freeline Shareholders who wish to appoint more than one proxy in respect of their shareholding should photocopy the Form of Proxy. You should also indicate by ticking the box provided if the proxy is one of multiple instructions being given, fill in the name of the proxy and the number of shares in respect of which the proxy is appointed and return the multiple forms together (please ensure that all of the multiple Forms of Proxy in respect of one registered holding are sent in the same envelope if possible) by the time and date mentioned above.

27

Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, Forms of Proxy may be submitted electronically by logging on to the following website: www.eproxyappointment.com and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Computershare no later than:

or, in the case of either meeting being adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. In order to access the voting system, Freeline Shareholders will need their shareholder investor code found on their Form of Proxy.

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time you may complete the BLUE Form of Proxy and hand it to the Chairman of the Court Meeting or a representative of Computershare, on behalf of the Chairman of the Court Meeting, before the start of that meeting.

Electronic appointment of proxies through CREST

If you hold your Freeline Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Meetings (or any adjourned meeting) by using the CREST Electronic Proxy Appointment Service, you may do so using the procedures described in the CREST Manual (available at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service providers, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the CREST Proxy Instruction must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare (under CREST participant ID 3RA50) not later than 2.30 p.m. (GMT) on 8 February 2024 in the case of the Court Meeting and not later than 2.45 p.m. (GMT) on 8 February 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST applications host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedure(s) in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed one or more voting service providers, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Freeline may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

28

Further information about proxies and voting

Further information in relation to the appointment of proxies for and voting at the Meetings is set out in paragraph 20 of Part III (Explanatory Statement) of this document, in the notice of Court Meeting set out in this document under the section entitled “Notice of Court Meeting”, in the notes to the notice of the General Meeting set out in this document under the section entitled “Notice of General Meeting”, and in the instructions printed on the Forms of Proxy.

If you hold Freeline Shares indirectly, you must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Freeline Shares. You should contact such intermediary for further instructions on how you can instruct that intermediary to vote on your behalf at the Meetings and the date by which you must provide such instructions to the intermediary.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme at the Court Meeting and any Freeline Shareholders who did not vote to approve the Resolution or who voted against the Resolution at the General Meeting.

No “appraisal” rights

No Freeline Shareholders or Freeline ADS Holders will have “appraisal” or “dissenters” rights or otherwise have any right to seek an appraisal of the Freeline Shares.

Freeline Share Plans

Participants in the Freeline Share Plans should refer to paragraph 9 of Part III (Explanatory Statement) of this document for information relating to the effect of the Acquisition on their rights under the Freeline Share Plans.

Freeline ADS Holders

Freeline ADS Holders should refer to paragraph 16 of Part III (Explanatory Statement) of this document.

29

CONTENTS

30

QUESTIONS AND ANSWERS ABOUT THE MEETINGS AND THE ACQUISITION

The following questions and answers address briefly some questions you may have regarding the Meetings and the proposals to be voted on at the Meetings. These questions and answers may not address all of the questions that may be important to you as a Freeline Shareholder. Please refer to the more detailed information contained elsewhere in this document, the annexes to this document and the documents referred to or incorporated by reference in this document, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled “Availability of Information” in paragraph 11 of Part II (US Special Factors).

Bidco is a wholly owned subsidiary of Syncona Portfolio, a member of the Syncona group. The parent company of the Syncona group is Syncona Limited, a registered, closed-ended investment company incorporated as a limited company in Guernsey, with ordinary shares publicly listed on the London Stock Exchange (LON: SYNC), whose principal business is to invest in biotechnology companies.

31

If you hold your Freeline Shares through a broker, bank or other nominee at the Scheme Voting Record Time you will need to contact your broker, bank or other nominee in order to submit your voting instructions.

If you hold Freeline Shares registered in your own name, you are entitled, subject to compliance with procedures described below, to vote either in person or by appointing another person or persons as your proxy or proxies to attend and vote in your stead.

At the General Meeting, Freeline Shareholders will vote on a special resolution to (a) authorise the Freeline Directors to take all necessary action to carry the Scheme into effect, and (b) amend the Freeline Articles to ensure that any Freeline Shares issued after the Scheme Record Time will be subject to the Scheme or otherwise transferred to Bidco (or another member of the Syncona group), so that no other person will hold Freeline Shares following the Effective Date; this special resolution is referred to as the “Resolution.”

If you are a shareholder of record, please be prepared to provide proper identification, such as a driver’s licence. If you hold your shares through a broker, bank or other nominee you will need to provide proof of ownership, such as a recent account statement provided by your broker, bank or other nominee or other similar evidence of ownership, along with proper identification.

Freeline ADS Holders will not be able to attend the Court Meeting or the General Meeting in person. If you are a Freeline ADS Holder as of the ADS Voting Record Time and you wish to attend the Court Meeting and the General Meeting, you will need to arrange for the cancellation of your Freeline ADSs by 4.00 p.m. (Eastern Standard time) on 22 January 2024 in order to become a Freeline Shareholder prior to the applicable Scheme Voting Record Time. If you present your Freeline ADSs for cancellation after the ADS Voting Record Time and before 4.00 p.m. (Eastern Standard time) on 22 January 2024 to attend the Court Meeting or the General Meeting, you will need to certify that you were a Freeline ADS Holder as of the ADS Voting Record Time and that you will not vote the Freeline ADSs previously held.

In connection with the General Meeting, a quorum will be present if at least two Freeline Shareholders who together represent at least one-third of the voting rights attached to the Freeline Shares entitled to vote as at

32

the Scheme Voting Record Time are present, in person or represented by proxy. As at the close of business on the Latest Practicable Date, there were 65,892,429 Freeline Shares issued and outstanding, including Freeline Shares represented by Freeline ADSs. Abstentions and broker non-votes will be considered in determining the presence of a quorum at the General Meeting.

In addition to approval by Scheme Shareholders at the Court Meeting, the Scheme will also require sanction by the Court. In considering whether to sanction the Scheme, the Court will consider whether there has been a sufficiently large (in the Court’s judgment) number of Scheme Shares included in the vote in favour of the Scheme to fairly represent the opinion of Scheme Shareholders, in addition to whether the required majority (as described above), is obtained.

At the General Meeting, the Resolution must be approved by Freeline Shareholders representing at least 75 per cent. of the votes cast, either in person or by proxy.

As of the Latest Practicable Date, Syncona Portfolio held 15,864,527 Freeline Shares and 1,466,507 Freeline ADSs, representing approximately 57.5% of the issued share capital of Freeline. The Freeline Shares and Freeline ADSs in which Syncona Portfolio is interested will not form part of the Scheme Shares and, as such, Syncona Portfolio will not be permitted to vote such Freeline Shares or Freeline ADSs at the Court Meeting. However, Syncona Portfolio will be permitted to vote such Freeline Shares and Freeline ADSs at the General Meeting. Furthermore, the Freeline Shares and Freeline ADSs held by Syncona Portfolio will not be transferred to Bidco (and/or its nominees) upon the Scheme becoming Effective and will not entitle Syncona Portfolio to receive any Consideration. Bidco will be requested to undertake to the Court that it will be bound by the Scheme. Upon the Scheme becoming Effective, Bidco will own 6,630,247 Freeline Shares and 1,428,592 Freeline ADSs and Syncona Portfolio will own 15,864,527 Freeline Shares and 1,466,507 Freeline ADSs, representing approximately 42.5% and 57.5% of the issued share capital of Freeline, respectively, and 100% of the Scheme Shares in aggregate.

The Special Committee unanimously recommended that the Freeline Shareholders vote in favour of the Acquisition and the other proposals to be considered at the Meetings.

33

If you hold Freeline Shares registered in your own name, you are entitled to attend the General Meeting to vote in person or to appoint another person or persons as your proxy or proxies to attend and vote in your stead, in accordance with the procedures further outlined in this document.

If you hold your Freeline Shares through a broker, bank or other nominee you will need to contact your broker, bank or other nominee in order to submit your voting instructions for both the Court Meeting and the General Meeting.

You are strongly encouraged to sign and return the blue Form of Proxy for the Court Meeting as soon as possible or, if you hold Freeline Shares in CREST, via a CREST Proxy Instruction. You are also encouraged to sign and return the white Form of Proxy for the General Meeting at the same time as the blue Form of Proxy for the Court Meeting or if you hold Freeline Shares in CREST, via a CREST Proxy Instruction.

34

If you are a Freeline Shareholder of record, you may revoke your proxy at any time before the vote is taken at the Court Meeting or the General Meeting, as applicable, by:

Please note, however, that only your last validly delivered or received proxy will count (regardless of its date or of the date of its execution). Attending the Court Meeting or the General Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your shares indirectly through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares indirectly, you may also revoke a prior proxy by voting in person at the Court Meeting and/or General Meeting if you obtain a Form of Proxy executed in your favour from your broker, bank or other nominee in order to be able to vote in person at such meeting.

If your Freeline Shares are held by a broker, bank or other nominee, you will need to contact your broker, bank or other nominee in order to confirm the answer to this question. However, if you do not instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of calculating the proportion of votes “For” and “Against” at the Meetings. Broker non-votes will be considered in determining the presence of quorum at the General Meeting.

There is a “Vote Withheld” option to enable you to abstain from voting on the Resolution at the General Meeting. A “Vote Withheld” will count towards quorum at the General Meeting, however a “Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” the Resolution at the General Meeting.

35

If you are a Freeline ADS Holder as of the ADS Voting Record Time and you wish to attend the Court Meeting and the General Meeting, you must elect to become a Scheme Shareholder by surrendering some or all of your Freeline ADSs to the Depositary in exchange for the Scheme Shares represented by those Freeline ADSs by 4.00 p.m. (Eastern Standard time) on 22 January 2024, in accordance with the terms and conditions of the Deposit Agreement, so as to become a registered holder of Scheme Shares prior to the Scheme Voting Record Time. The Depositary is entitled to a cancellation fee of USD 0.05 per Freeline ADSs cancelled.

If you present your Freeline ADSs for cancellation after the ADS Voting Record Time and before 4.00 p.m. (Eastern Standard time) on 22 January 2024 to attend the Court Meeting or the General Meeting, you will need to certify that you were a Freeline ADS Holder as of the ADS Voting Record Time and that you will not vote the Freeline ADSs previously held. The Depositary is entitled to a cancellation fee of USD 0.05 per Freeline ADSs cancelled.

Q: What happens if I sell my Scheme Shares before completion of the Acquisition?

The Scheme Voting Record Time, which determines the Freeline Shareholders entitled to vote at the Meetings, is earlier than the consummation of the Acquisition. If you transfer your Scheme Shares after the Scheme Voting Record Time but prior to the Scheme Record Time, you will retain any rights you hold to vote at the Meetings but not the right to receive the Consideration.

If you are a Freeline ADS Holder, in order to receive the consideration to which you are entitled in relation to any Freeline ADS, you must surrender your Freeline ADS to the Depositary after the Effective Date. Consequently, if you transfer your Freeline ADSs on or before the Effective Date, you will not be able to present your Freeline ADSs to the Depositary to receive any consideration in relation thereto.

There is no requirement for registered Freeline Shareholders to take any action with regard to their share certificates. Share certificates in respect of Freeline Shares will cease to be valid upon the Scheme becoming Effective.

If you are a Freeline ADS Holder who holds your Freeline ADSs in certificated form you will, after the Effective Date, receive a letter of transmittal from the Depositary with an explanation on how to surrender the Freeline ADSs to the Depositary. Such Freeline ADS Holders must sign and return the letter of transmittal, together with their Freeline ADS certificates, to receive any consideration to which they are entitled.

If you are a Freeline ADS Holders who holds your Freeline ADSs in uncertificated form, you will automatically receive any consideration to which they are entitled and do not need to take any further action (unless your broker, bank or other nominee advises that further action is necessary).

If your Freeline Shares or Freeline ADSs are held on your behalf by a broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your Freeline Shares or Freeline ADSs in exchange for the Consideration.

36

Freeline Shareholders and Freeline ADS Holders should carefully read the section entitled “United States taxation for U.S. Holders” in paragraph 10 of Part VI (Additional Information). Tax matters are complicated and the tax consequences of the Scheme to Freeline Shareholders and Freeline ADS Holders will depend upon the facts of their respective situations. Accordingly, each Freeline Shareholder and Freeline ADS Holder is urged to consult with his, her or its own tax adviser to determine the particular U.S. federal, state, local and non-U.S. tax consequences to it of the Scheme.

If your broker, bank or other nominee holds your shares, you may also call your broker, bank or other nominee for additional information.

If you have any questions about the Acquisition, please call Georgeson LLC, the proxy solicitor for the Freeline ADSs, at +1 (888) 275-1830.

37

PART I

LETTER FROM THE SPECIAL COMMITTEE OF FREELINE THERAPEUTICS HOLDINGS PLC

(incorporated in England and Wales with registered number 12546479)

18 January 2024

To all Freeline Shareholders

Dear Shareholders

ACQUISITION

of

FREELINE THERAPEUTICS HOLDINGS PLC

by

BIDCO 1354 LIMITED

On 22 November 2023, the Special Committee and Syncona announced a recommended cash acquisition of Freeline pursuant to which Bidco will acquire the entire issued and to be issued share capital of Freeline (other than the Excluded Shares). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Act, which requires the approval of Scheme Shareholders and the sanction of the Court. The Acquisition remains subject to the terms and conditions set out in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.

The Acquisition is to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Act, which requires the approval of the Scheme Shareholders at the Court Meeting, the passing of the Resolution at the General Meeting and the sanction of the Court.

In accordance with the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

Based on the exchange rate of approximately GBP 1: USD 1.2631 on the Latest Practicable Date:

38

The Scheme Shares will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third-party rights or interests whatsoever and together with all rights existing at the date of this document or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Scheme Shares.

The Acquisition remains subject to the Conditions and further terms set out in full in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.

The Scheme is conditional, amongst other things, upon:

At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, Freeline expects that the scheme will become Effective in early 2024.

The purpose of the Acquisition is for Bidco to acquire all of the issued and to be issued share capital of Freeline (other than the Excluded Shares). Following the consummation of the Acquisition, the Freeline Shareholders (other than Syncona Portfolio) will cease to have any equity interest in Freeline or any right to participate in Freeline’s earnings and future growth (if any).

The strategy of Syncona is to create, build and scale companies around exceptional science to create a diversified portfolio of leading healthcare businesses, across development stage and therapeutic areas, for the benefit of Syncona’s stakeholders. The Acquisition is in furtherance of this strategy, in that it is intended to better position Freeline to advance the development of its product candidates than if Freeline were to remain a publicly listed company where there is significant risk to its ability to secure adequate financing to continue its operations.

39

For the reasons set out in this document, the Special Committee, who has consulted with its legal and financial advisors regarding the terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable.

Accordingly, the Special Committee believes that the terms of the Acquisition, including the terms of the Implementation Agreement, are fair and reasonable and that proceeding with the Acquisition is likely to promote the success of Freeline for the benefit of its shareholders, having had regard to the interests of other stakeholders and unanimously recommends that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Freeline Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

Introduction

The Special Committee retained Leerink Partners as its financial advisor in connection with the Acquisition. In connection with this engagement, the Special Committee requested that Leerink Partners evaluate the fairness, from a financial point of view, to the holders of Freeline Shares (other than Excluded Shares) of the Consideration proposed to be paid to such holders pursuant to the terms of the Implementation Agreement. On 21 November 2023, Leerink Partners rendered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated 21 November 2023, to the effect that, as of such date and based upon and subject to the various assumptions made, and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Leerink Partners, dated 21 November 2023, which describes the assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, is attached as Annex B to this document and is incorporated herein by reference. The summary of the written opinion of Leerink Partners set forth below is qualified in its entirety by reference to the full text of the written opinion attached hereto as Annex B. Leerink Partners’ financial advisory services and opinion were provided for the information and assistance of the Special Committee (in its capacity as such) in connection with and for purposes of the Special Committee’s consideration of the Acquisition and the opinion of Leerink Partners addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Freeline Shares (other than Excluded Shares) of the Consideration proposed to be paid to such holders pursuant to the terms of the Implementation Agreement. The opinion of Leerink Partners did not address any other term or aspect of the Implementation Agreement or the Acquisition and does not constitute a recommendation to any Freeline Shareholder as to how such holder should vote (if applicable) with respect to the Resolution, tender shares (if applicable) with respect to any Takeover Offer, or otherwise act with respect to the transactions contemplated by the Implementation Agreement or any other matter.

The full text of the written opinion of Leerink Partners should be read carefully in its entirety for a description of the assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Leerink Partners reviewed, among other things:

40

Leerink Partners also conducted discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Leerink Partners considered the results of its efforts on behalf of the Company to solicit, at the direction of the Special Committee, indications of interest from third parties with respect to a possible acquisition of or business combination with the Company. Leerink Partners also conducted such other financial studies and analyses and took into account such other information as it deemed appropriate.

Leerink Partners assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Leerink Partners for purposes of its opinion and, with the Special Committee’s consent, relied upon such information as being complete and accurate. In that regard, Leerink Partners assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Company Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby, and Leerink Partners relied, at the Special Committee’s direction, on the Internal Data for purposes of its analysis and its opinion. Leerink Partners expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Leerink Partners did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Leerink Partners furnished with any such evaluation or appraisal, and Leerink Partners was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company.

Leerink Partners assumed, at the Special Committee’s direction, that the final executed Implementation Agreement would not differ in any respect material to Leerink Partners’ analysis or its opinion from the last version of such document reviewed by Leerink Partners. Leerink Partners also assumed, at the Special Committee’s direction, that the representations and warranties made by the Company and Bidco in the Implementation Agreement were and would continue to be true and correct in all respects material to Leerink Partners’ analysis. Furthermore, Leerink Partners assumed, at the Special Committee’s direction, that the Acquisition would be consummated on the terms set forth in the Implementation Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Leerink Partners’ analysis or its opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Acquisition, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to Leerink Partners’ analysis or its opinion. Leerink Partners did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or its ability to pay its obligations when they come due, or as to the impact of the Acquisition on such matters, under any state, federal or other laws relating to bankruptcy, insolvency, or similar matters. Leerink Partners is not a legal, regulatory, tax or accounting advisor, and expressed no opinion as to any legal, regulatory, tax or accounting matters.

41

Leerink Partners expressed no view as to, and its opinion did not address, the Company’s underlying business decision to proceed with or effect the Acquisition, or the relative merits of the Acquisition as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. The opinion of Leerink Partners was limited to and addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of Freeline Shares (other than Excluded Shares) of the Consideration proposed to be paid to such holders pursuant to the terms of the Implementation Agreement. Leerink Partners was not asked to, and Leerink Partners did not, express any view on, and Leerink Partners’ opinion did not address, any other term or aspect of the Implementation Agreement or the Acquisition, including, without limitation, the structure or form of the Acquisition, or any other agreements or arrangements contemplated by the Implementation Agreement or entered into in connection with or otherwise contemplated by the Acquisition, including, without limitation, the fairness of the Acquisition or any other term or aspect of the Acquisition to, or any consideration to be received in connection therewith by, or the impact of the Acquisition on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Leerink Partners expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any other party, or class of such persons in connection with the Acquisition or the other transactions contemplated by the Implementation Agreement, whether relative to the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement or otherwise. The opinion of Leerink Partners was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Leerink Partners as of, the date of its written opinion, and Leerink Partners does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of the opinion. Leerink Partners’ opinion does not constitute a recommendation to any Freeline Shareholder as to how such shareholder should vote (if applicable) with respect to the Resolution, tender shares (if applicable) in connection with any Takeover Offer, or otherwise act with respect to the transactions contemplated by the Acquisition or any other matter.

Leerink Partners’ financial advisory services and its opinion were provided for the information and assistance of the Special Committee (in its capacity as such) in connection with and for purposes of its consideration of the Acquisition. The issuance of Leerink Partners’ opinion was authorised by the Leerink Partners LLC Fairness Opinion Review Committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses prepared by Leerink Partners and reviewed with the Special Committee in connection with its opinion, which was delivered orally to the Special Committee on 21 November 2023, and subsequently confirmed in its written opinion, dated 21 November 2023. For purposes of the analyses described below, Leerink Partners was directed to rely upon the Internal Data, including the Company Forecasts. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Leerink Partners. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. In arriving at its opinion, Leerink Partners did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Accordingly, Leerink Partners believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying Leerink Partners’ financial analyses and its opinion.

Leerink Partners may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarised below should not be taken to be the view of Leerink Partners as to the actual value of Freeline. In performing its analyses,

42

Leerink Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Freeline or any other parties to the Acquisition.

None of Freeline, Bidco, any Syncona Person, Leerink Partners or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favourable than as set forth below. In addition, analyses relating to the value of Freeline do not purport to be appraisals or reflect the prices at which Freeline may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, these financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before 20 November 2023, and is not necessarily indicative of current market conditions.

Leerink Partners’ financial analyses and opinion were only one of many factors taken into consideration by the Special Committee in its evaluation of the Acquisition, as described under in the section entitled “Reasons for the Recommendation” in paragraph 4 of Part II (US Special Factors). Consequently, the analyses described below should not be viewed as determinative of the views of the Special Committee or management of Freeline with respect to the Consideration or as to whether the Special Committee would have been willing to determine that different Consideration was fair. The amount and type of Consideration payable in the Acquisition was determined through arm’s-length negotiations between Freeline and Syncona and were approved by the Special Committee. Leerink Partners provided advice to the Special Committee during these negotiations. However, Leerink Partners did not recommend any specific Consideration or other financial terms to Freeline or the Special Committee or that any specific Consideration or other financial terms constituted the only appropriate consideration for the Acquisition. For the purposes of its financial analyses, Leerink Partners assumed a net cash balance at Freeline of USD 100 million as of the valuation date of 1 February 2024, inclusive of USD 15 million in net proceeds from a convertible loan note bridge financing and USD 94 million in net proceeds from a near-term equity raise of USD 100 million, net of debt outstanding under Freeline’s convertible loan notes, estimated by Freeline management to equal approximately USD 16.5 million (inclusive of a USD 1.5 million prepayment premium) as of 1 February 2024.

Discounted Cash Flow Analysis

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors, and then adding the present value equivalent of the terminal value of the business at the end of the applicable projection period (if applicable). A discounted cash flow analysis is a widely accepted valuation methodology for development stage biotechnology companies, including valuations of companies whose primary product candidate is still in development and for which regulatory authorisation to market the applicable product candidate may not be obtained, if at all, until several years into the future.

For purposes of its discounted cash flow analysis, at the direction of the Special Committee, Leerink Partners relied upon the Company Forecasts. Leerink Partners was advised by Freeline, and assumed, at the Special Committee’s direction, that the Company Forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Freeline as to the matters covered thereby. Freeline advised Leerink Partners that it believed the probabilities of success were reasonable, based on a review of publicly available studies and industry practice and Freeline management’s professional experience. The Company Forecasts, which the Special Committee directed Leerink Partners to use in deriving its financial analyses, include cash flows through 2043, which reflects the marketing

43

exclusivity period for a biologic product and four years following the end of exclusivity. Freeline advised Leerink Partners that it believed it was reasonable to forecast revenues through 2043, with no terminal value for potential cash flows in 2044 and beyond.

Leerink Partners’ discounted cash flow analysis calculated the estimated present value of the risk-adjusted, stand-alone, unlevered, after-tax free cash flows that Freeline was forecasted to generate from 1 February 2024 (the estimated closing date of the Acquisition), through 31 December 2043, which unlevered, after-tax free cash flows were derived from the Company Forecasts. These cash flows were discounted to present value as of 1 February 2024 using discount rates ranging from 18.0% to 21.0%, based on an estimate of Freeline’s weighted average cost of capital, to determine a range of enterprise values for Freeline. Leerink Partners then calculated an aggregate equity value for Freeline by adjusting for (i) cash balances, including cash and cash equivalents, estimated by Freeline management to equal approximately USD 116.5 million as of 1 February 2024, (ii) debt outstanding under Freeline’s convertible loan notes, estimated by Freeline management to equal approximately USD 16.5 million (inclusive of a USD 1.5 million prepayment premium) as of 1 February 2024, and (iii) the estimated cash flow impact of Freeline’s available net operating loss carryforwards and other tax attributes. Leerink Partners then calculated a range of implied equity values per ADS by (a) dividing the result of the foregoing calculations by Freeline’s fully diluted outstanding ADSs of approximately 4.74 million, calculated on a treasury stock method basis (taking into account outstanding in-the-money stock options and unvested restricted stock units) as of 31 October 2023 and as set forth in the Internal Data. This analysis resulted in a range of implied equity values per ADS of approximately USD 4.25 to USD 5.50, rounded to the nearest USD 0.25, as compared to the Consideration in the Acquisition of USD 6.50 per ADS.

Description of Preliminary Discussion Materials of Leerink Partners

At a meeting of the Special Committee held on 20 October 2023, Leerink Partners presented preliminary discussion materials to the Special Committee. These preliminary discussion materials included information covering, among other things, (a) a summary of the non-binding indication of interest from Syncona dated 17 October 2023; (b) a summary of the strategic outreach performed by Leerink Partners; (c) a preliminary and illustrative financial analysis of the Company, similar to the financial analyses described above, including an illustrative analysis for reference purposes only that did not include the dilutive impact of a near-term equity raise of USD 100 million; (d) a summary, for reference purposes only, of recent minority squeeze out transactions; and (e) a summary, for reference purposes only, of Wall Street equity research analyst price targets for Freeline. A copy of these preliminary discussion materials has been attached as Exhibit (c)(4) to the Schedule 13E-3, and is incorporated by reference herein.

At a meeting of the Special Committee held on 20 November 2023, Leerink Partners presented preliminary discussion materials to the Special Committee. These preliminary discussion materials included information covering, among other things, (a) a process overview and summary of the terms of the proposed Acquisition; (b) a summary of the proposed convertible loan note bridge financing; (c) a preliminary financial analysis of the Company, similar to the financial analyses described above, including the dilutive impact of a near-term equity raise of USD 100 million; and (d) a summary, for reference purposes only, of recent minority squeeze out transactions. A copy of these preliminary discussion materials has been attached as Exhibit (c)(3) to the Schedule 13E-3, and is incorporated by reference herein.

General

Leerink Partners LLC is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In the past two years, except for services provided to the Special Committee in connection with the Acquisition, Leerink Partners has not provided investment banking services to Freeline, Syncona or Bidco for which Leerink Partners has received compensation. In the ordinary course of business, Leerink Partners may, in the future, provide investment banking services to Freeline, Syncona, Bidco or their respective affiliates and would expect to receive

44

customary fees for the rendering of such services. In the ordinary course of its trading and brokerage activities, Leerink Partners has in the past and may in the future hold positions, for its own account or the accounts of its customers, in equity, debt or other securities of Freeline, Syncona, Bidco or their respective affiliates.

Consistent with applicable legal and regulatory requirements, Leerink Partners has adopted policies and procedures to establish and maintain the independence of its research department and personnel. As a result, Leerink Partners’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Freeline, Syncona or Bidco and the Acquisition and other participants in the Acquisition that differ from the views of Leerink Partners’ investment banking personnel.

The Special Committee selected Leerink Partners to act as the Special Committee’s financial advisor in connection with the Acquisition based on Leerink Partners’ qualifications, reputation, experience and expertise in the biopharmaceutical industry, its knowledge of and involvement in recent transactions in the biopharmaceutical industry and its relationship and familiarity with Freeline and its business. Leerink Partners is an internationally recognised investment banking firm that has substantial experience in transactions similar to the Acquisition.

In connection with Leerink Partners’ services as financial advisor to the Special Committee, Freeline has agreed to pay Leerink Partners an aggregate fee of $2.25 million, $750,000 of which became payable upon the rendering by Leerink Partners of its opinion on 21 November 2023, and the remainder of which is payable contingent upon consummation of the Acquisition. In addition, Freeline has agreed to reimburse certain of Leerink Partners’ expenses arising, and to indemnify Leerink Partners against certain liabilities that may arise, out of Leerink Partners’ engagement. The terms of the fee arrangement between Leerink Partners and Freeline, which are customary in transactions of this nature, were negotiated at arm’s length between Leerink Partners and Freeline, and the Special Committee was aware of the arrangement, including the fact that a significant portion of the fee payable to Leerink Partners is contingent upon the completion of the Acquisition.

The following chronology summarises the key events that led to the signing of the Implementation Agreement. This chronology does not catalogue every interaction of or among members of the Freeline Board (including the Special Committee), members of Freeline management or Syncona management, Freeline’s or Syncona’s financial (as applicable) or legal advisors or any other person.

Freeline is a clinical-stage gene therapy company formed in 2015 with funding from Syncona. Since Freeline’s inception, including its initial public offering in August 2020 and its registered direct offering in March 2022, Syncona has invested an aggregate of over USD 200.0 million in Freeline. As of the Latest Practicable Date, Syncona Portfolio held approximately 57.5% of the issued share capital of Freeline. Dr. Chris Hollowood, who was Chief Investment Officer and is now Chief Executive Officer of Syncona Investment, has served as the Chairman of the Board of Freeline or its predecessor since December 2015. Over the last two years, the Freeline Board and senior management of Freeline evaluated, from time to time, potential transaction structures with the goal of securing the substantial funding needed to develop its product candidates, including those specifically described below with Syncona, other shareholders, their affiliates and other persons. Mr. Parini (Chief Executive Officer of Freeline) and Dr. Hollowood had periodic standing meetings where they generally discussed matters related to Freeline’s business and development programmes.

As discussed in greater detail below, with the commencement of discussions between Freeline and Syncona regarding a potential “take private” transaction, Freeline evaluated the potential existence of any potential conflict of interest with respect to Dr. Hollowood (in light of Syncona being the majority shareholder of Freeline and Dr. Hollowood’s position as Chief Executive Officer of Syncona Investment and Chairman of the Freeline Board) and implemented appropriate governance measures to enhance and protect the

45

independence of deliberations by the Freeline Board. These measures consisted of (i) the formation of the Special Committee, which excluded Dr. Hollowood, for the purposes of (among other matters) considering, negotiating the terms of and approving (on behalf of the Freeline Board) a potential “take private” transaction between Freeline and Syncona, (ii) information and other governance protocols, recommended by Freeline’s outside legal advisors and consented to by Syncona’s representatives, designed to manage conflicts of interest and information flow during the period in which Freeline and Syncona were pursuing a potential “take private” transaction and (iii) Dr. Hollowood recusing himself from and not attending the portion of any Freeline Board meeting in which a potential “take private” transaction between Freeline and Syncona was discussed. From and after the implementation of such measures, with respect to any discussions between Dr. Hollowood, on the one hand, and representatives of Freeline (including the Special Committee), regarding a potential “take private” transaction between Freeline and Syncona, Dr. Hollowood was acting solely on behalf Syncona and in his capacity as a representative of Syncona.

On 19 November 2021, Freeline’s then General Counsel Stephen Diamond and Syncona Investment’s then General Counsel Andrew Cossar discussed entering into a confidential disclosure agreement between Freeline and Syncona Investment to explore potential equity financing opportunities. Subsequently Freeline identified that an existing confidential disclosure agreement dated 6 August 2021 was already in place. On 29 November 2021, Dr. Hollowood sent an email to Freeline’s CEO Michael Parini and requested that Freeline share the due diligence materials with Syncona.

On 2 December 2021, Freeline and Syncona entered into the amendment to extend the term of the confidential disclosure agreement from 31 December 2021 to 31 March 2022 and also entered into a new confidential disclosure agreement regarding certain intellectual property controlled by Freeline related to complement factor I, a potential therapeutic target. On the same day, Dr. Hollowood met the Freeline representatives, Messrs. Parini and Diamond to discuss potential equity financing options. Following the meeting, Syncona indicated to Freeline that it would purchase up to 30% of the shares issued in any registered follow-on offering by Freeline with gross proceeds between USD 30 million and USD 50 million. Freeline’s senior management attempted to organise a registered follow-on offering meeting these conditions with the assistance of an investment bank.

At their standing meeting on 2 December 2021, Mr. Parini and Dr. Hollowood discussed the status of the follow-on offering, among other matters.

On 13 December 2021, at Freeline’s request Syncona executed a waiver of its registration rights and right to a notice under the registration rights agreement dated 11 August 2020 in connection with a potential follow-on equity fundraising.

On 16 December 2021, representatives of Freeline met with Dr. Hollowood and informed him that Freeline had decided to abandon the proposed equity offering plans due to the suboptimal pricing achieved.

On 6 January 2022, Freeline completed an “at the market” (“ATM”) equity offering, pursuant to which it issued 655,594 Freeline ADSs, each representing one Freeline Share, at an average (pre-ratio change) price of USD 2.0385 per Freeline ADS, raising approximately USD 1.3 million in net proceeds.

On 7 January 2022, following the meeting of the board of directors of Freeline, Mr. Parini discussed recent share trading activity and the ATM transaction with Dr. Hollowood.

During January 2022, representatives of Freeline, including Mr. Parini, non-executive director Julia P. Gregory and Mr. Diamond, met with Dr. Hollowood on a number of occasions to discuss financing options for Freeline.

On 13 January 2022, Dr. Hollowood shared with Mr. Parini potential interest from a third party in a collaboration on one or more of Freeline’s assets.

On 26 January 2022, Mr. Parini, Dr. Hollowood and a representative of a Syncona portfolio company had a videoconference where they discussed the research and development programmes of Freeline and such company.

46

On 7 February 2022, Mr. Parini and Dr. Hollowood communicated about a potential collaboration between the Syncona portfolio company and Freeline given their common manufacturing needs and modalities.

On 17 February 2022, Mr. Parini met with Dr. Hollowood and Mr. Parini informed Dr. Hollowood that Freeline determined that a collaboration with the Syncona portfolio company would not be in Freeline’s best interests given the portfolio company’s significant capital needs.

On 22 February 2022, Dr. Hollowood called Mr. Parini and discussed a potential financing agreement with Lincoln Park Capital and potential interest from other investors.

On 1 March 2022, Mr. Parini met Dr. Hollowood to discuss a potential registered direct offering that would include a USD 20.0 million investment in Freeline by Syncona and the possibility of involving three other Freeline Shareholders to increase the aggregate offering amount to USD 25.0 million.

On 11 March 2022, Mr. Parini and Dr. Hollowood discussed use of the ATM following announcement of the registered direct offering.

On 10 March 2022, Freeline entered into a purchase agreement with Syncona Portfolio and certain other existing shareholders providing for the issuance and sale by Freeline of 24,857,143 Freeline ADSs, each representing one Freeline Share, at a (pre-ratio change) price of USD 1.05 per Freeline ADS (amounting to an aggregate of USD 26.1 million), in a registered direct offering. The offering closed on 15 March 2022. Freeline received net proceeds of approximately USD 24.2 million from the offering, after deducting offering expenses payable by Freeline.

To provide further financing for its business operations, on 18 March 2022, Freeline entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, under which Freeline may at its discretion, sell to Lincoln Park up to USD 35.0 million of Freeline ADSs over a 36-month period, subject to certain daily limits, applicable prices, and conditions. In addition, under the purchase agreement, Freeline issued to Lincoln Park Freeline ADSs representing 954,208 Freeline Shares with a fair market value of approximately $1.0 million as consideration for its commitment to purchase Freeline ADSs under the purchase agreement.

On 21 March 2022, Mr. Parini and Dr. Hollowood discussed the draft press releases of Freeline and Syncona regarding the purchase agreement with Lincoln Park.

On 8 April 2022, Freeline completed an “at the market” equity offering, pursuant to which it issued 2,382,022 Freeline ADSs, each representing one Freeline Share, at an average (pre-ratio change) price of USD 1.0512 per Freeline ADS, raising approximately USD 2.4 million in net proceeds.

On 31 May 2022, Freeline received a deficiency notice from Nasdaq regarding Freeline’s non-compliance with the USD 1.00 minimum bid price requirement for continued listing of the Freeline ADSs on the Nasdaq Global Select Market, as set forth in Nasdaq Listing Rule 5450(a)(1) and 180-day period to regain compliance with the minimum bid price requirement. Following Freeline’s announcement of the receipt of Nasdaq’s notice, Mr. Diamond called Mr. Cossar to discuss Freeline’s plans to regain compliance with the minimum bid price requirement. noting the potential to transfer to the Nasdaq Capital Market or to change the ration of Freeline ADSs to Freeline Shares if necessary.

On 28 June 2022, Mr. Parini met Dr. Hollowood following Freeline’s Annual General Meeting in London to discuss a potential collaboration with Forcefield Therapeutics Limited, or Forcefield, a company controlled by Syncona. Around the time of the Annual General Meeting, Ms. Gregory and Dr. Hollowood also discussed a range of options in respect of the financing of Freeline, including whether Freeline should remain a publicly listed company.

On 17 August 2022, Mr. Parini and Dr. Hollowood discussed a potential collaboration with a third party.

On 8 September 2022, Mr. Parini met Dr. Hollowood to discuss the potential collaboration with Forcefield.

On each of 26 October 2022, 11 September 2022, and 23 November 2022, Mr. Parini and Dr. Hollowood had their standing meetings via videoconference where they discussed the progress of the transaction to sell

47

Freeline’s German subsidiary, focused on chemistry, manufacturing and controls, to Ascend Gene and Cell Therapies Limited and other routine business matters.

On 29 November 2022, Freeline announced that it received approval from the Nasdaq Stock Market LLC to transfer the listing of its Freeline ADSs from the Nasdaq Global Select Market to the Nasdaq Capital Market effective as of November 2022 and was granted an additional 180-day period until 29 May 2023 to regain compliance with the minimum bid price requirement upon indicating to Nasdaq its intent to cure the minimum bid price deficiency during the additional compliance period by implementing a reverse share split or ADS ratio change.

On 6 December 2022, Mr. Parini met Dr. Hollowood where they discussed the Forcefield collaboration.

On 9 December 2022, a representative of Company A approached Freeline to request a meeting at the J.P. Morgan Healthcare Conference in San Francisco, California the following month.

On 19 December 2022, Mr. Parini had a call with Dr. Hollowood and explored a range of strategic alternatives to secure the financial future of Freeline including potential participation in a multi-company gene therapy incubator for a large pharmaceutical company.

On 6 January 2023, Mr. Parini and Dr. Hollowood had their standing meeting via videoconference where they discussed potential business collaboration opportunities between Freeline and other Syncona portfolio companies.

From 8 January 2023 through 11 January 2023, Dr. Hollowood, Mr. Parini and other representatives of Syncona and Freeline attended the J.P. Morgan Healthcare Conference in San Francisco, California. On 8 January 8 2023, Mr. Parini and Dr. Hollowood met to discuss upcoming meetings at the conference with potential strategic partners. Company representatives also met with a number of investors and sell-side analysts while at the conference.

On 9 January 2023, Company A and Freeline entered into a confidential disclosure agreement, which did not contain a standstill provision. Representatives of Freeline met with several potential strategic partners at the conference, including a confidential meeting with Company A in which Freeline shared the latest data from its Phase 1/2 MARVEL-1 clinical trial of its FLT190 product candidate for the treatment of Fabry disease.

On 18 January 2023, Mr. Parini and Dr. Hollowood had their standing meeting via videoconference where Dr. Hollowood advised Mr. Parini of potential interests from third parties in investing in Freeline. The representatives also discussed potential business collaboration opportunities between Freeline and Syncona’s portfolio companies.

On 20 January 2023, Mr. Parini and Dr. Hollowood had their standing meeting via videoconference where they discussed potential new investors for Freeline, including Investor A.

On 31 January 2023, Mr. Parini and Dr. Hollowood corresponded on a potential investment interest by Investor A to Freeline. Freeline subsequently entered into a non-disclosure agreement with the Investor A on 15 February 2023, which did not contain a standstill provision.

On 3 February 2023, Freeline contacted representatives of Leerink Partners to discuss Leerink Partners’ potential engagement as financial advisor. Freeline and Leerink Partners subsequently entered into a confidential disclosure agreement on 9 March 2023.

On 15 February 2023 and on 3 March 2023, Mr. Parini and Dr. Hollowood had their standing meetings via videoconference where they discussed routine business as well as a potential collaboration with the Syncona portfolio company previously discussed.

On 21 March 2023, Freeline entered into an exclusive patent and know-how licence agreement with Forcefield. Under the terms of the agreement, Forcefield granted Freeline an exclusive licence under certain patent rights to develop and commercialise AAV gene therapies for certain cardiac conditions and a non-

48

exclusive licence to certain know-how. Freeline was required to make an upfront payment to Forcefield of GBP 0.5 million or USD 0.6 million and may be required to make up to GBP 18.3 million or USD 22.0 million in development and regulatory milestone payments, and pay Forcefield a mid-single-digit percentage royalty on net sales of certain royalty products on a product-by-product and country-by-country basis, until the later of (a) the expiration of the last valid licensed patent claim covering such product in such country or (b) ten years from the first commercial sale of such product sold in that country or 20 years from the date upon which the agreement was signed. Freeline also agreed to make payments to Forcefield in accordance with a workplan to be agreed in connection with a sponsored research agreement entered into between Forcefield and a non-profit organisation.

On 24 March 2023, Freeline entered into an exclusive patent and know-how licence agreement with Syncona IP Holdco (2) Limited, or Syncona Holdco, a company controlled by Syncona. Under the terms of the agreement, Freeline granted Syncona Holdco an exclusive licence under certain patent rights related to an immune-modifying protein to develop and commercialise the technology other than in respect of liver-directed gene therapies and a non-exclusive licence to certain know-how. Syncona Holdco was required to make an upfront payment to Freeline of GBP 0.5 million or USD 0.6 million and may be required to make up to GBP 12.5 million or USD 15.1 million in development and regulatory milestone payments, and pay Freeline a low-single-digit percentage royalty on net sales of certain licensed products and know-how products on a product-by-product and country-by-country basis, commencing on the date of the first commercial sale of such product in such country until (in respect of licensed products) the expiration of the last valid licensed patent claim covering such product in such country or (in respect of know-how products) 20 years from the date upon which the agreement was signed.

On 29 and 30 March 2023, the Freeline Board held a regular meeting in Stevenage, United Kingdom. Dr. Hollowood recused himself from a discussion of the strategic and financial options available to Freeline.

Beginning in March 2023, the Freeline Board (and later, the Special Committee) regularly assessed at its meetings the Company’s cash position and liabilities and determined that there were reasonable prospects of avoiding insolvency at the time of each such meeting. On 30 March 2023, Mr. Parini and Dr. Hollowood discussed the need for financing for Freeline to avoid insolvency and the financing options available to Freeline including a private investment in public equity, or PIPE, exploring potential strategic transactions with third-parties and whether Freeline should remain a publicly listed company.

In its financial statements and in its Annual Report on Form 20-F for the year ended 31 December 2022 that Freeline filed with the SEC on 4 April 2023, Freeline disclosed that there was substantial doubt regarding its ability to continue as a going concern for at least twelve months from such date.

On 6 April 2023, Company X approached Freeline about discussing a potential business relationship.

On 21 April 2023, Freeline announced its plan to change the ratio of the Freeline ADSs to the Freeline Shares from a 1:1 ratio to a 1:15 ratio (the “ADS Ratio Change”). The intention of the ADS Ratio Change was to enable Freeline to regain compliance with the Nasdaq minimum bid price requirement. On the same date, the Freeline Directors approved the establishment of a strategic transaction committee (the “Strategic Transaction Committee”) for the purposes of conducting a broad strategic review in order to identify opportunities available to Freeline, including any potential transactions, investments or business development opportunities. The members of the Strategic Transaction Committee included Dr. Hollowood.

Following the announcement of the ADS Ratio Change, on 22 April 2023, Dr. Hollowood notified Ms. Gregory that Syncona was considering a range of options in respect of the financing of Freeline and that those options potentially included a “take-private” transaction with respect to Freeline. On 22 April 2023, Dr. Hollowood informed Mr. Parini of this conversation and the two agreed that Dr. Hollowood should work directly with Ms. Gregory on any “take-private” discussions.

On 22 April 2023, Ms. Gregory responded to Dr. Hollowood’s initial approach and reported on this to the Strategic Transaction Committee, excluding Dr. Hollowood, on 24 April 2023 and 25 April 2023. Skadden attended the Strategic Transaction Committee meetings to assist the Strategic Transaction Committee in

49

considering and evaluating the “take-private” transaction and other strategic alternatives, in particular legal and regulatory considerations with respect to an affiliate “take-private” under US SEC rules and certain protocols to be put in place to manage information flow to Syncona during this time. Following the discussions of the Strategic Transaction Committee, Ms. Gregory responded to Dr. Hollowood’s initial approach by email on 25 April 2023.

On 27 April 2023, Freeline entered into a confidential disclosure agreement with Company X, which did not contain a standstill provision, to discuss a potential reverse merger transaction.

On 2 May 2023, following consultation with Skadden, the Freeline Directors formally established the Special Committee for the purposes of considering, negotiating the terms of and approving (on behalf of the Freeline Board) a “take-private” transaction with Syncona, as well as continuing to explore any strategic alternatives available to Freeline. The members of the Special Committee are Ms. Gregory (chair), Martin Andrews, Colin Love and Jeffrey Chodakewitz, each of whom is an independent non-employee member of the Freeline Board. Since its establishment, the Special Committee, together with Freeline’s senior management team, regularly reviewed Freeline’s performance, growth prospects and overall strategic direction and evaluated potential opportunities to strengthen Freeline’s businesses and enhance shareholder value. From time to time, these reviews and evaluations included Freeline’s strategy as a stand-alone company and potential opportunities for business combinations, strategic partnerships, mergers and acquisitions and other financial and strategic alternatives.

Given Dr. Hollowood’s position as both Chair of Freeline and CEO of Syncona Investment, on 3 May 2023, Mr. Parini called Dr. Hollowood and informed him that there was a potential conflict of interest in connection with the upcoming meeting of the Remuneration Committee set for 17 May 2023 and Dr. Hollowood therefore agreed not to attend the meeting to avoid any such conflict.

The Special Committee met again with Skadden on 9 May 2023 to discuss the provision of information to Dr. Hollowood and Syncona, including review of draft information and governance protocols that had been prepared by Skadden for the purposes of managing conflicts of interest and information flow during the period that Freeline and Syncona are pursuing the “take-private” (the “Protocols”). The Special Committee further discussed the appointment of Leerink Partners as financial adviser to the Special Committee. Following this discussion, Messrs. Parini and Schneider provided an update on the latest discussions with potential strategic partners.

On 10 May 2023 Freeline gave a confidential presentation to Company X in connection with the proposed reverse merger. On 10 May 2023, Ms. Gregory also emailed Dr. Hollowood informing him that the Special Committee had been established and providing him with the draft Protocols.

On 12 May 2023, Ms. Gregory and Dr. Hollowood held a call to discuss Syncona’s interest in providing a written non-binding letter of interest with an information request, which would allow Dr. Hollowood and certain members of the Syncona team to access a data room. Dr. Hollowood indicated that he would require evidence of execution of its Phase 1/2 GALILEO-1 clinical trial of FLT201 in Gaucher disease to consider submitting a non-binding letter of interest. The parties agreed that Skadden and Mr. Cossar, should connect to agree on the Protocols and discuss how they would operate in practice.

On 12 May 2023, the ADS Ratio Change became effective.

On 15 May 2023, the Special Committee interviewed representatives of Leerink Partners with respect to their appointment as the Special Committee’s financial advisor. Ms. Gregory then provided an update to the Special Committee and Skadden on her latest conversations with Dr. Hollowood to the effect that Syncona would not be willing to provide a formal letter of intent until Freeline had initial data from its GALILEO-1 trial of FLT201. The Special Committee discussed Freeline’s options.

On 16 May 2023, Skadden and Mr. Cossar discussed the draft Protocols.

On 17 May 2023, the Freeline Board approved (subject to the approval of Freeline Shareholders at the annual general meeting) the repricing of any outstanding option (as at 30 June 2023) which (i) was granted

50

under the Freeline Equity Incentive Plan or the Freeline Equity Inducement Plan on or after 1 June 2021, (ii) had an exercise price greater than or equal to USD 0.42 per Freeline Share, and (iii) was held by an employee of the Freeline Group (the “Option Repricing Proposal”).

On 22 May 2023, Ms. Gregory and Dr. Hollowood had a call to discuss the Option Repricing Proposal that Freeline intended to propose as a shareholder resolution at its next annual general meeting on 28 June 2023, pursuant to which Freeline would reprice certain underwater options over Freeline Shares and Freeline ADSs for employee retention and incentivisation reasons.

Also on 22 May 2023, Skadden shared updated information protocols with Syncona.

On 30 May 2023, Skadden circulated a draft CDA to Syncona.

The Special Committee met on both 22 May 2023 and 31 May 2023 to discuss strategic alternatives as well as the ongoing discussions with Dr. Hollowood. Skadden also gave a presentation to the Special Committee on the regulatory framework for “take-private” transactions in the United States and United Kingdom.

On 2 June 2023, the Special Committee entered into an engagement letter with Leerink Partners to act as the Special Committee’s financial advisor in connection with the possible “take-private” transaction and with exploring strategic alternatives available to Freeline.

Syncona and Skadden continued to discuss the draft CDA over email and on 6 June 2023, Syncona spoke to Skadden in connection with the proposed standstill in the CDA.

The Special Committee met weekly throughout June to discuss possible alternatives open to Freeline and the proposed outreach to potential strategic partners with the assistance of representatives of Leerink Partners.

On 15 June 2023, Ms. Gregory updated Dr. Hollowood of the ongoing discussions with Investor A in respect to a potential financing. Dr. Hollowood indicated that his preferred path would be a financing led by Syncona with Investor A as the second anchor investor. However, the financing would need to be sizable enough to get to pivotal trials or at least to get enough data showing a therapeutic effect. He would also want the financing to recognise Syncona’s position as a current large shareholder and not be done at a valuation unacceptable to Syncona. If Freeline failed to secure a financing on these terms, he would consider a potential “take-private” transaction further.

On 20 June 2023, at the direction of the Special Committee and in connection with the Special Committee’s review of potential financial and strategic alternatives, representatives of Leerink Partners contacted 35 potential counterparties to assess their interest in Freeline, including a range of small- to mid-cap biotechnology and large pharma companies as well as counterparties with which Freeline was already engaged in preliminary strategic discussions.

On 22 June 2023, Freeline dosed its first patient in its Phase 1/2 GALILEO-1 clinical trial evaluating FLT201, its adeno-associated virus gene therapy candidate in Gaucher disease type 1. On 26 June 2023, Freeline issued a press release announcing this news.

Following this announcement, Freeline discussed the possibility of seeking investment from new and existing institutional investors (the “PIPE Proposal”) and Syncona expressed interest in participating in the PIPE Proposal alongside a new investor that could co-anchor a deal if one were to come forward.

On 28 June 2023, the Freeline Shareholders approved the Option Repricing Proposal at Freeline’s Annual General Meeting. As a result, on 30 June 2023 the existing per Freeline Share exercise price of any re-priced option was replaced with a revised per Freeline ADS exercise price equal to USD 2.42, the closing sales price for ADSs representing fifteen Freeline Shares as quoted on the Nasdaq Capital Market on 29 June 2023.

On 14 July 2023, Freeline entered into an amendment to its confidentiality agreement with Company A following representatives of Leerink Partners’ outreach the previous month.

During July 2023, the Special Committee alongside Skadden negotiated the terms of a confidentiality agreement to be entered into by Freeline and Syncona Investment in connection with potential transaction

51

options for Freeline that may involve a member of the Syncona group. Following negotiation of these terms, Freeline entered into the confidentiality agreement with Syncona Investment on 21 July 2023. The confidentiality agreement did not contain a standstill provision.

Over the course of the next two weeks, two more potential strategic counterparties, including Company Z, entered into confidentiality agreements with Freeline. The confidentiality agreement with Company Z included customary standstill provisions with a “don’t ask, don’t waive” provision, while the other confidentiality agreement did not contain a standstill provision. During this time, the Special Committee, Freeline and senior management made diligence materials available to these potential counterparties and responded to due diligence queries raised.

On 24 July 2023, Freeline and Company Z held a meeting to discuss confidential information about Freeline’s development programmes. On 11 August 2023, Company Z notified representatives of Leerink Partners that it was no longer interested in discussions at that time. This concluded the first wave of outreach to potential strategic counterparties, with none of the contacted counterparties submitting an indication of interest.

On 17 August 2023, Freeline received a preliminary term sheet from Syncona for the PIPE Proposal.

On 21 August 2023, Freeline and Investor A held a meeting for Investor A to conduct due diligence in connection with a potential anchor investment in Freeline, including reviewing confidential initial data from the first patient dosed in the GALILEO-1 trial.

Following its receipt of the preliminary term sheet from Syncona for the PIPE Proposal, Freeline reviewed the preliminary term sheet and discussed the marketability of the term sheet with representatives of Leerink Partners. Following this discussion, Freeline and Syncona continued negotiating terms and finalised an agreed version to share with other potential investors on 28 August 2023. The term sheet proposed a staged financing with a near-term $45-$50 million equity raise and a subsequent $45-$50 million equity raise to be completed in 2024. The term sheet also required a second anchor investor to participate at a minimum of $10 million in each of the two contemplated transactions.

Also on 28 August 2023, Freeline engaged Leerink Partners as lead financial advisor and lead placement agent in connection with the PIPE Proposal.

From 28 August to 3 October of 2023, at the direction of Freeline, representatives of Leerink Partners contacted approximately 70 institutional investors to discuss, on a confidential basis, the PIPE. Freeline held meetings with 33 investors to review the upcoming data under confidentiality obligations. During such meetings, members of Freeline’s senior management made presentations containing confidential information regarding Freeline’s business, prospects, clinical trial data and answered questions.

On 29 August 2023, Freeline and Company A held a meeting for Company to conduct due diligence on a potential collaboration, including reviewing confidential initial data from the first patient dosed in the GALILEO-1 trial.

On 30 August 2023, Freeline and Investor A held a meeting for Investor A to conduct additional due diligence. That same day, Freeline received initial data from the second patient dosed in the GALILEO-1 trial.

On 5 September 2023, Investor A informed Freeline that it had decided not to participate in the PIPE Proposal due to the early nature of the data and current exposure to gene therapy companies in their fund.

Between 5 September 2023 and 3 October 2023, Mr. Parini and Dr. Hollowood were in regular contact regarding additional GALILEO-1 data and interest from other investors in the PIPE Proposal. Without Investor A as an anchor investor and in response to feedback received by representatives of Leerink Partners from such other investors, the terms of the PIPE Proposal evolved from the agreed term sheet. In parallel, at the direction of Freeline, representatives of Leerink Partners updated interested investors of the additional GALILEO-1 data under confidentiality.

52

On 3 October 2023, Mr. Parini contacted Dr. Hollowood to convey the final purchase orders in the PIPE Proposal. Many of the investors had met with Freeline multiple times and conducted extensive due diligence but ultimately passed. Representatives of Leerink Partners did receive indications of interest from several investors. However, the demand fell short of the minimum deal size, did not meet the terms around a second anchor and included warrant coverage. Dr. Hollowood stated that Syncona would not be supportive of the PIPE Proposal without a second anchor investor under the terms secured. Dr. Hollowood informed Mr. Parini that Syncona would consider a wider range of options with respect to Freeline and Syncona would therefore like to conduct financial due diligence. Following this discussion, Freeline’s senior management in consultation with the Transaction Committee of the Board determined to pause the PIPE process and release the initial GALILEO-1 data to the public. Freeline instructed representatives of Leerink Partners to notify all potential investors in the PIPE that Freeline was no longer pursuing the PIPE transaction at that time.

On 4 October 2023, Freeline issued a press release announcing positive initial clinical data from the first dose cohort of the GALILEO-1 clinical trial. Freeline also hosted a webcast presentation to discuss the positive initial clinical data. Skadden and Mr. Cossar also discussed possible alternatives available to Syncona to support Freeline given concerns about its cash runway. In the days following the data release, Freeline received renewed, unsolicited interest in a potential strategic transaction, as well as expression of ongoing interest from some of the investors who had been engaged in the PIPE process.

On 6 October 2023, the Special Committee met with members of senior management and Skadden to discuss next steps and potential opportunities for Freeline.

Following this meeting, Skadden and senior management discussed the possibility of other alternatives including Freeline issuing additional equity in order to raise capital under Freeline’s pre-existing ATM programme. Though a bringdown due diligence call with such ATM programme was held in connection with this on 6 October 2023, Freeline ultimately decided that this would not offer a viable strategic alternative for Freeline at that time primarily due to General Instruction I.B.5 of Form F-3, which limits the amounts that Freeline may sell under its shelf registration statement on Form F-3.

On 8 October 2023 after discussing with the Special Committee, Ms. Gregory contacted Dr. Hollowood with a proposed timetable for a “take-private” transaction. On 9 October 2023, Dr. Hollowood confirmed to Mr. Parini that Syncona were willing to consider putting forward a proposal, but that any proposal involving more extensive investment in Freeline would be subject to further due diligence. The process to be led by Mr. Cossar given Dr. Hollowood’s conflict of interest.

Following this discussion, Mr. Cossar shared Syncona’s diligence requests.

Concurrently to these more developed discussions with Syncona, the Special Committee continued to explore other opportunities, entering into another confidentiality agreement with a potential strategic partner. Following the release of the positive initial clinical data for FLT201, and at the direction of the Special Committee, representatives of Leerink Partners also conducted a second round of outreach to 17 strategic parties, including approximately 10 strategic parties that had not been part of the first round of outreach. Upon completion of diligence, however, none submitted offers.

During this same timeframe, at the direction of the Special Committee, representatives of Leerink Partners reached back out to 10 investors to re-assess their interest in a potential financing, but the process did not gain traction and was stopped after the public disclosure of Syncona’s Initial Proposal. on 18 October 2023.

On 13 October 2023, Freeline’s senior management gave a presentation to Syncona on the business and a separate finance due diligence session was held by Freeline’s senior management. Syncona continued to express interest and the Special Committee met with Skadden and Aon, who advised on the corporate governance matters relevant to the ongoing discussions between Syncona and the Special Committee on behalf of Freeline.

On 16 October 2023, Mr. Cossar reached out to Skadden to provide contact details of their legal counsel, Simmons & Simmons and Mintz.

53

On 17 and 18 October 2023, each of the Freeline Board and Special Committee met for a regular meeting of the Freeline Board in New York City.

On 17 October 2023, the Special Committee received the Initial Proposal from Syncona, in which Syncona proposed a price of USD 5.00 per Freeline ADS.

On 18 October 2023, Freeline furnished a Form 6-K to the SEC, release announcing that Freeline had received the Initial Proposal from Syncona and Syncona furnished a Schedule 13D/A disclosing the same.

Once the Initial Proposal had been disclosed to the market, Dr. Hollowood contacted Mr. Parini in connection with the Initial Proposal. Mr. Parini and Dr. Hollowood agreed that discussions with Syncona would be led by the Special Committee.

The Special Committee met on 18 October 2023 with representatives of Leerink Partners and Skadden to discuss the Initial Proposal and whether the terms were agreeable.

On 19 October 2023, Skadden, on behalf of the Special Committee, contacted Syncona to inform them that the price of USD 5.00 per Freeline ADS was not a price at which the Special Committee would recommend the transaction to Freeline Shareholders and though Freeline would be willing to engage with Syncona to agree a transaction quickly, this would require Syncona to revisit the consideration being offered.

On 20 October 2023, the Special Committee met to discuss the outcome of the discussion between Skadden and Syncona. Following the Special Committee meeting, Syncona and Skadden met again on 20 October 2023 to discuss the other terms of the Initial Proposal, having made the position on the consideration clear.

Also on 20 October 2023, the Special Committee met with representatives of Leerink Partners to discuss the Initial Proposal from Syncona. Representatives of Leerink Partners reviewed with the Special Committee a summary of Leerink Partners’ outreach to potential strategic counterparties, a summary of Syncona’s Initial Proposal, and a preliminary financial analysis of Freeline.

On 20 October 2023, Skadden, on behalf of the Special Committee, reached out to Mr. Cossar to let him know that a revised offer price was awaited.

On 22 October 2023, Mr. Cossar informed Skadden that Syncona was revising its offer to USD 5.45 per Freeline ADS. Skadden shared this with the Special Committee, which met on 23 October 2023 to discuss the revised proposal and the terms of the offer more generally, as well as a potential bid from Company Z.

On 24 October 2023, Skadden, on behalf of the Special Committee, informed Mr. Cossar that the management team was obtaining the shareholder register and considering retaining a proxy solicitor on the basis that investor sentiment was a key factor the Special Committee wished to consider before responding to Syncona’s revised offer price.

On 24 October 2023, Freeline and Company Z held a meeting to discuss confidential information about Freeline’s development programmes, including reviewing confidential data from the first cohort of the GALILEO-1 trial.

On 25 October 2023, Freeline issued a press release announcing updated data from the first cohort of the GALILEO-1 trial, which were highlighted in an oral presentation at the European Society of Gene & Cell Therapy (ESGCT) 30th Annual Congress that day.

On 26 October 2023, Mr. Parini and Mr. Cossar met to discuss the provision of Freeline’s shareholder register to Syncona and interim financing arrangements that Syncona could provide to Freeline while the Special Committee explores or pursues the proposed transaction. Mr. Parini informed Mr. Cossar that the Special Committee was reviewing the preliminary financial analysis of its financial advisor, and reiterated that anticipated shareholder sentiment was a key factor that the Special Committee would need to consider before reverting to Syncona on the latest offer price, and that in any case a meaningful increase in the offer price would be required.

As the discussions with Syncona were progressing, following the disclosure of the Initial Proposal on 18 October 2023, and at the direction of the Special Committee, representatives of Leerink Partners and

54

Freeline also reached out to four strategic partners who had previously expressed preliminary interest in a strategic transaction and could potentially submit a proposal competitive with the terms set forth by Syncona.

On 27 October 2023, representatives of Leerink Partners informed the Special Committee at a meeting that Company Z had communicated that it planned to submit an M&A proposal to Freeline. Following the meeting, the Special Committee informed Syncona of the potential competing bid.

On 30 October 2023, Ms. Gregory communicated to Dr. Hollowood that the Special Committee would continue pursuing both the take private transaction and the potential competing bid in parallel.

On 2 November 2023, Freeline and Syncona began discussions on interim financing arrangements to be offered by Syncona to allow Freeline to continue to meet its near-term liquidity needs.

On 3 and 4 November 2023, Mr. Parini participated in several conversations with Company Z on the opportunities presented by Freeline. However, on 6 November 2023, at a meeting between Company Z, Freeline and, at Company Z’s request, Dr. Hollowood, Company Z communicated that it had chosen not to submit an offer.

On 6 November 2023, Skadden met with Mr. Cossar to discuss the key outstanding points requiring negotiation, emphasising the need for a compelling price to be offered for Freeline Shareholders alongside a simple interim financing arrangement as previously discussed between the parties.

On 7 November 2023, Mr. Cossar presented a revised offer to Mr. Parini of USD 6.00 per Freeline ADS and a new USD 25 million secured convertible loan note with pro rata participation rights.

The Special Committee met on 8 November 2023 to discuss the withdrawal of Company Z, and that given Freeline’s extensive outreach to third parties so far with no viable opportunities, a strategic transaction with a third party was unlikely at this stage. Mr. Parini updated the Special Committee on the latest proposal from Syncona with respect to interim financing arrangements, being a USD 25 million convertible loan note to be signed at the time of signing any implementation agreement in connection with the transaction, which was then discussed with Skadden and other advisors in light of Freeline’s solvency requirements. The Special Committee also discussed Syncona’s latest revised offer of USD 6.00 per Freeline ADS. Subsequently, at the direction of the Special Committee, Mr. Parini presented a counteroffer of USD 6.50 to Mr. Cossar on 9 November 2023. Following their discussion, Mr. Parini shared a convertible loan note certificate term sheet with Mr. Cossar and Skadden, as the Special Committee’s counsel, shared a draft implementation agreement with Syncona’s legal counsel.

On 10 November 2023, Syncona called Mr. Parini to discuss the proposed changes to the consideration as well as changes to the loan note certificate term sheet. Following the discussion, Ms. Gregory emailed Dr. Hollowood confirming that the Special Committee was working towards agreeing to the terms of the transaction and Dr. Hollowood expressed his support for the transaction.

On 13 November 2023, Mr. Cossar reached out to Mr. Parini to discuss the proposed purchase price and the documents. In particular, Mr. Cossar questioned the two-year term of the convertible loan note and indicated that Syncona’s legal counsel would have a number of comments on the draft implementation agreement.

The Special Committee and Skadden met on 14 November and 15 November 2023 to discuss proposed incentives arrangements in connection with the transaction and the term sheet for the convertible loan note. At these meetings, Mr. Parini discussed the rationale behind the conversion and participation rights requested by Syncona.

On 16 November 2023, Syncona and Freeline discussed a number of the key terms of the transaction documents, including the term sheet for the convertible loan notes and the position of Syncona on employee incentives.

On 17 November 2023, Simmons & Simmons, as Syncona’s legal counsel, circulated a revised draft of the implementation agreement to Skadden. They also shared drafts of the Loan Note Certificate and Original Security Agreement on 18 November 2023.

55

The Special Committee met on 19 November 2023 with Skadden to discuss the revised drafts received and determine the points to be negotiated. Later that day, Skadden, Simmons and representatives from both Syncona and Freeline joined a call to negotiate the implementation agreement.

On 20 November 2023, Mr. Cossar emailed Mr. Parini to provide Freeline with Syncona’s investment committee feedback on the deal documents and the two discussed these proposed changes over email.

Also on 20 November 2023, the Special Committee met with Syncona to discuss the treatment of employee incentives arrangements under the terms of the implementation agreement which then continued to be discussed between the parties over email and on the phone. The Special Committee met again after these conversations to discuss the progress made on the position on employee incentives.

Also on 20 November 2023, the Special Committee met with representatives of Leerink Partners to discuss the revised proposal from Syncona. Representatives of Leerink Partners reviewed with the Special Committee a summary of the revised Syncona proposal and the proposed terms of the convertible loan note, and an updated preliminary financial analysis of Freeline.

On 21 November 2023, Freeline and Syncona participated in a bring-down due diligence call focused on the latest data from the GALILEO-1 clinical trial of FLT201.

Also on 21 November 2023, Skadden, Simmons and Mintz continued to negotiate the deal documentation, focusing on the circumstances in which a Company Adverse Change Recommendation could occur and whether it would be available to the Special Committee as well as the concept of an “Agreed Switch”, as set out in the Implementation Agreement. Following these discussions, Mr. Parini reached out directly to Dr. Hollowood in order to agree on the employee incentives and the concept of an “Agreed Switch” to a takeover offer in certain circumstances.

Also on 21 November 2023, the Special Committee met with representatives of Leerink Partners to discuss the revised proposal from Syncona. Representatives of Leerink Partners reviewed Leerink Partners’ financial analysis with respect to Freeline and the proposed terms of the Acquisition. Thereafter, Leerink Partners rendered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated 21 November 2023, to the effect that as of such date and based upon and subject to the various assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement was fair, from a financial point of view, to such holders. The Special Committee discussed the proposed Implementation Agreement and factors that the members of the Special Committee considered in forming their view that Freeline’s entry into the Implementation Agreement was fair and reasonable and that proceeding with the Acquisition is likely to promote the success of Freeline for the benefit of its shareholders, as described further under the heading “Reasons for the Recommendation” in paragraph 4 of Part II (US Special Factors). The Special Committee then unanimously approved the Implementation Agreement, the Loan Note Certificate and the Original Security Agreement and the transactions contemplated thereby and recommended that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Freeline Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

As a result of this robust, month-long negotiation conducted by Freeline at the direction of the Special Committee and with the assistance of its financial and legal advisors, the Consideration for the Acquisition was increased by 30% from USD 5.00 per Freeline ADS to USD 6.50 per Freeline ADS. The negotiations also resulted in up to an additional USD 15 million from Syncona in the form of a secured convertible debt financing to support operations through the completion of the Acquisition.

During the course of 21 November 2023, the final outstanding points in the Loan Note Certificate, the Original Security Agreement and Implementation Agreement were agreed between the parties, in particular the second milestone for the second tranche of the convertible loan note, and the Implementation Agreement was then signed on 22 November 2023.

56

Before the opening of Nasdaq trading on 22 November 2023, Freeline issued a press release announcing entry into the Implementation Agreement.

On 8 December 2023, Freeline filed this document with the SEC.

Prior to reaching its recommendation that Freeline Shareholders vote in favour of the Acquisition, the Special Committee explored and evaluated a wide range of options, including potential financing transactions and mergers and acquisitions, over a period of approximately seven months after receiving Dr. Hollowood’s initial notification to Ms. Gregory of Syncona’s interest in exploring strategic options for Freeline, which could include acquiring the entire issued share capital of Freeline.

In evaluating the Implementation Agreement, the Acquisition and the other transactions contemplated by the Implementation Agreement, the Special Committee relied on its knowledge of Freeline’s business, financial condition, results of operations, and the prospects and risks of remaining a publicly traded company and consulted with the senior management of Freeline, and representatives of Leerink Partners and Skadden. In the course of making the determination that the Implementation Agreement, the Acquisition and the other transactions contemplated by the Implementation Agreement are fair and reasonable and are likely to promote the success of Freeline for the benefit of its shareholders, having had regard to the interests of other stakeholders, and to recommend Freeline Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, the Special Committee considered numerous reasons, including the following material reasons and benefits of the Acquisition.

Freeline’s Financial Condition; Substantial Doubt as to its Ability to Continue as a Going Concern

As of 30 September 2023, Freeline had unrestricted cash and cash equivalents of USD 29.5 million, which was expected to enable Freeline to fund its planned operations into the second quarter of 2024. Freeline has incurred operating losses since inception including net losses of USD 26.9 million and USD 66.0 million for the nine months ended 30 September 2023 and 2022, respectively. As of 30 September 2023, Freeline had an accumulated deficit of USD 472.3 million. Freeline expects to continue to incur significant expenses and generate operating losses for the foreseeable future as it advances its FLT201 product candidate for Gaucher disease through clinical development, seeks regulatory approval, invests further in its gene therapy platform and seeks to identify new gene therapy product candidates. These conditions indicated that there was substantial doubt regarding Freeline’s ability to continue as a going concern for at least 12 months from the issuance date of Freeline’s most recent unaudited condensed consolidated financial statements.

In evaluating the Acquisition, the Special Committee considered Freeline’s urgent need for funding against its prospects of securing financing. Having conducted an extensive exploration of Freeline’s strategic alternatives, including a confidential private placement marketing process prior to publicly releasing initial data from its GALILEO-1 clinical trial of FLT201 that failed to yield a financing, the Special Committee believes that any financing Freeline could secure at this time was only likely to support operations for a limited period of time, and would come with terms and conditions that could hamper its future ability to raise capital and that would not solve for the lack of liquidity of Freeline ADSs, which places ongoing downward pressure on the price of the Freeline ADSs and limits Freeline’s ability to raise capital. Additional factors considered by the Special Committee included Freeline’s current and historic ADS price, the relatively low trading volume, the significant challenges Freeline faced raising equity capital in late 2021 and early 2022, General Instruction I.B.5 of Form F-3, which limits the amounts that Freeline may sell under its shelf registration statement on Form F-3, the possibility that Freeline would not remain in compliance with the continued listing rules of Nasdaq, the limited research analyst coverage, and the likely lack of cash available for distribution to shareholders if Freeline had to pursue a liquidation in insolvency in the event a transaction was not successfully completed.

Additionally, the Special Committee considered the current macroeconomic environment for small biotechnology companies, particularly in the gene therapy sector. The Special Committee noted and

57

considered the number of similarly situated public companies becoming insolvent and winding down operations. The public markets continue to be challenging for gene therapy companies, irrespective of the data generated for early-stage clinical candidates, and with no foreseeable end in sight, the Special Committee believes the ongoing bear market for biotechnology companies poses a significant risk to Freeline’s ability to continue as a going concern as a publicly traded company in the current environment. The Acquisition offers value and certainty to shareholders and a path forward for Freeline and its programmes.

Substantial Premium Over Unaffected Market Price

At USD 0.43333 per Freeline Share and USD 6.50 per Freeline ADS, the Acquisition offers a 51% premium (before taking into account any Depositary fees) over the closing price of USD 4.32 per Freeline ADS on 17 October 2023, the last day of trading prior to Syncona’s public announcement of its Initial Proposal, and a 75% premium over the 30-trading day average closing price of USD 3.72 as of 17 October 2023. The Special Committee also considered the relative likelihood that the trading price of the Freeline ADSs would at any time in the foreseeable future reach and sustain a level equal to or greater than the per Freeline ADS consideration of USD 6.50, as adjusted for present value.

Certainty of Value

The all-cash consideration in the Acquisition provides holders with liquidity and certainty of the value of their Freeline Shares and Freeline ADSs. Considering the various significant risks that Freeline would face by remaining a publicly traded entity and pursuing its current business and financial plans, the Special Committee believes that this certainty of value is compelling compared to the most likely outcome of an insolvency filing if a transaction or financing could not be completed.

Extensive Exploration of Strategic Alternatives

The Special Committee conducted an extensive seven-month long process to explore and evaluate Freeline’s financing and strategic alternatives, with the assistance of Leerink Partners as its financial advisor. As part of this process, at the direction of the Special Committee, Leerink Partners and Freeline contacted more than 45 potential counterparties to assess their interest in the gene therapy and/or rare disease sector, including a range of small- to mid-cap biotechnology and large pharma companies as well as counterparties with which Freeline was already engaged in preliminary strategic discussions. Of the contacted companies, five signed confidentiality agreements to further diligence the opportunity. None of the contacted counterparties submitted an indication of interest. Following the release of the positive initial clinical data for FLT201 in early October, Leerink Partners conducted a second wave of outreach to 17 of the potential counterparties and then following Syncona’s public disclosure of its Initial Proposal on 18 October 2023, Leerink Partners and Freeline reached out to four strategic parties who had previously expressed preliminary interest in a strategic transaction and could potentially submit a proposal competitive with the terms set forth by Syncona. Upon completion of due diligence, none of the potential counterparties submitted offers.

The Special Committee also considered the impact of Syncona Portfolio’s ownership in Freeline, which was sufficient by itself to prevent the consummation of any transaction with a third party that required shareholder approval, on the likelihood of such a transaction, given that Syncona had indicated to the Special Committee that it was primarily interested in pursuing the transaction outlined in the Initial Proposal and was only interested in selling their Freeline Shares or in participating in any other transaction involving Freeline at a significantly higher valuation and subject to certain other conditions.

Additionally, in the weeks leading up to the early October data readout, as part of a contemplated private placement equity financing to be led by Syncona, Leerink Partners contacted approximately 70 institutional investors on a no-name basis. Freeline held meetings with 33 investors to review the upcoming data under confidentiality obligations. Many of the investors met with Freeline multiple times and conducted extensive

58

due diligence but ultimately declined to participate in the equity financing. Leerink Partners did receive indications of interest from several investors, but ultimately Freeline could not secure financing on terms acceptable to Syncona and the other investors who expressed interest in participating in the financing. Following the release of the FLT201 clinical data, Leerink Partners reached back out to 10 investors to re-assess their interest in a potential financing, but the process did not gain traction and was stopped after the public disclosure of Syncona’s Initial Proposal.

In addition to the fact that these efforts failed to yield any alternative offer to acquire Freeline or any financing, no proposal has been received from any third party following the public announcement of the Initial Proposal on 18 October 2023.

Robust Negotiation Process

As a result of a robust, month-long negotiation conducted by Freeline at the direction of the Special Committee and with the assistance of its financial and legal advisors, the Consideration for the Acquisition was increased by 30% from USD 5.00 per Freeline ADS in Syncona’s Initial Proposal to USD 6.50 per Freeline ADS. The negotiations also resulted in up to an additional USD 15 million from Syncona in the form of a secured convertible debt financing to support operations through the completion of the Acquisition.

Highest Value Reasonably Obtainable

The Special Committee determined following extensive negotiations with Syncona that USD 0.43333 and USD 6.50 were the highest price per Freeline Share and per Freeline ADS, respectively, that Syncona would agree to pay and that the Acquisition represented the most favourable terms to Freeline Shareholders which could be negotiated with Syncona. The Special Committee’s determination was informed by a number of factors, including the duration and tenor of negotiations and the experience of the Special Committee and its advisors.

Speed and Likelihood of Completion

The Special Committee considered the anticipated timing of the closing of the Acquisition in the first quarter of 2024, with the anticipated result of allowing shareholders to receive the all-cash consideration in a relatively short time frame. The Special Committee noted that the Acquisition has no financing condition and Bidco would fund the purchase price from existing cash resources of Syncona. The Special Committee considered how the potential for closing within a relatively short time frame could also reduce the amount of time in which Freeline’s business would be subject to the uncertainty inherent to the pendency of the transaction and related disruption.

Opinion of the Special Committee’s Financial Advisor

The opinion of Leerink Partners rendered orally to the Special Committee on 21 November 2023 (and subsequently confirmed in writing by delivery of Leerink Partners’ written opinion, dated 21 November 2023) that, as of such date and based upon and subject to the various assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement was fair, from a financial point of view, to such holders.

Sufficient Procedural Safeguards

The Special Committee believes that sufficient procedural safeguards were and are present to ensure that the Acquisition is procedurally fair to the Scheme Shareholders and to permit the Special Committee to

59

represent effectively the interests of such Scheme Shareholders. These procedural safeguards include the following, which are not listed in any relative order of importance:

together with a number of other ancillary powers and authorities to allow the Special Committee to evaluate the Acquisition and strategic alternatives;

60

The Special Committee also considered a variety of potentially negative factors concerning the Implementation Agreement, the Acquisition and the Original Security Agreement, including the following, which are not listed in any relative order of importance:

The foregoing discussion of information and factors considered by the Special Committee is not intended to be exhaustive but includes a number of the factors considered by the Special Committee. In view of the wide variety of factors considered by the Special Committee, the Special Committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously authorised and approved the Implementation Agreement, the Scheme and the Acquisition, based upon the totality of the information presented to and considered by it.

61

In reaching its conclusion regarding the fairness of the Acquisition to the Freeline Shareholders and its decision to recommend the authorisation and approval of the Implementation Agreement, the Scheme and the Acquisition, the Special Committee considered financial analyses presented by Leerink Partners. The Special Committee believes that it is reasonable and appropriate to consider the opinion from Leerink Partners in its determination as to the fairness, from a financial point of view, of the Consideration payable in the transaction to the Freeline Shareholders, because the opinion addressed the fairness, from a financial point of view, of the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement, which includes all Unaffiliated Shareholders. To the extent that an affiliated security holder may exist other than Syncona Limited and its affiliates, the consideration to be received by such affiliated security holder is identical in all respects as Consideration. The Special Committee expressly adopted these analyses and opinions, amongst other factors considered, in reaching its determination as to the fairness of the transactions set out in the Implementation Agreement, including the Acquisition.

The Special Committee considered the historical market prices of the Freeline ADSs as described under the section entitled “Market quotations” set out in paragraph 4 of Part VI (Additional Information). The Special Committee therefore considered these to be positive factors and potential benefits of the Acquisition. Freeline is not aware of any firm offers made by any unaffiliated person, other than Syncona, during the past three years for (i) the merger or consolidation of Freeline with or into another company, or vice-versa; (ii) the sale or other transfer of all or any substantial part of the assets of Freeline; or (iii) a purchase of Freeline’s securities that would enable the holder to exercise control of Freeline.

The Special Committee also considered the purposes and reasons for Freeline to undertake the Acquisition at this time and concluded that the benefits received by Freeline at this time as a publicly traded company do not sufficiently justify the regulatory and other burdens imposed on publicly traded companies. The Special Committee believe that, at this time, the U.S. public equity markets do not provide Freeline with the ability to raise capital on reasonable terms nor do the U.S. public equity markets provide the existing Freeline Shareholders and Freeline ADS holders with adequate levels of liquidity. On the other hand, the status of a privately held company will give Freeline greater operational flexibility and allow it to focus on its long-term growth and continuing improvements to its business absent the regulatory burden imposed upon public companies and the distractions caused by the public equity market’s valuation of the Freeline ADSs.

In reaching its determination that the Implementation Agreement, the Scheme and the Acquisition are fair to, and in the best interests of, Freeline and the Freeline Shareholders and its decision to authorise and approve the Implementation Agreement, the Scheme and the Acquisition, and recommend the authorisation and approval of the Scheme and the Acquisition by the Freeline Shareholders, the Special Committee, on behalf of Freeline, considered the factors as described above under this section. During its consideration of the Implementation Agreement and the Acquisition, the Special Committee was also aware that some of the Freeline Directors and Freeline Shareholders have interests with respect to the Acquisition that are, or may be, different from, and/or in addition to those of the Freeline Shareholders generally, as set out in paragraph 6 of Part VI (Additional Information).

For the reasons above as well as the fact that the Special Committee on behalf of Freeline believes that the Implementation Agreement, the Scheme and the Acquisition, are substantively and procedurally fair to, and in the best interests of, Freeline, the Special Committee on behalf of Freeline believes that it is appropriate for Freeline to undertake the Acquisition and the going private transaction at this time.

Except as set out in paragraph 10 of Part II (US Special Factors), no director who is not an employee of Freeline has retained an unaffiliated representative to act solely on behalf of the Freeline Shareholders for purposes of negotiating the terms of the Acquisition and/or to prepare a report concerning the fairness of the Acquisition.

62

Freeline Share Plan participants will be contacted separately regarding the effect of the Acquisition on their rights under the Freeline Share Plans. A summary of the effect of the Scheme on the rights of the Freeline Share Plan participants is set out below with respect to Awards under each Freeline Share Plan:

Awards held by the Freeline Directors will be treated in the same way as the Awards held by other participants in the Freeline Share Plans, although share options held by the Freeline Directors were not repriced with the share options held by employees in June 2023.

Any Consideration payable to Award holders in the Freeline Share Plans will be paid to them in accordance with paragraph 3.2 of Schedule IV the Implementation Agreement subject to any arrangements that are required to be put in place to effect the payment by the participant of any (i) option exercise price to be paid on the exercise of an option, and/or (ii) any applicable taxes for which any Freeline Group company is required to withhold and account for the relevant tax authority.

All Freeline Shares issued or transferred prior to the Scheme Record Time pursuant to the vesting and/or exercise of the Awards will be subject to the terms of the Scheme in the same way as Freeline Shares held by the other Scheme Shareholders at that time. An amendment to the Freeline Articles is being proposed at the General Meeting to the effect that, if the Scheme becomes Effective, any Freeline Shares issued after the Scheme Record Time pursuant to the exercise of Awards, will be acquired automatically by Bidco in exchange for the Consideration being paid to the Award holder for each Freeline Share subject to their exercised Award, on the same terms as the Acquisition (other than terms as to timings and formalities).

Bonuses in respect of the financial year ending 31 December 2023 payable to Freeline Group employees under Freeline’s Short Term Incentive Plan will be determined by assessing performance against applicable goals, and the quantum of the 2023 annual bonuses shall be a minimum of 100% of the applicable target amount.

Freeline and Bidco agreed under the Implementation Agreement that any cash retention awards or bonuses (other than bonuses awarded under Freeline’s Short Term Incentive Plan or certain sign-on bonuses awarded

63

to new employees in the ordinary course of business) shall only be made to a Freeline Group employee by a member of the Freeline Group with the written consent of Bidco and subject to the relevant employee remaining employed with the Freeline Group on the Effective Date.

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Freeline and the Scheme Shareholders, made under Part 26 of the Act. The procedure involves, amongst other things, an application by Freeline to the Court to sanction the Scheme, in consideration for which the Scheme Shareholders will receive the Consideration. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital (other than the Excluded Shares) of Freeline.

The Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date (or such later date, if any, as Bidco and Freeline may agree and the Court may allow):

The Court Meeting and the General Meeting are scheduled to be held on 12 February 2024.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, including Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme at the Court Meeting and Freeline Shareholders who did not vote to approve the Resolution or who voted against the Resolution at the General Meeting; and (ii) share certificates in respect of Freeline Shares will cease to be valid and entitlements to Freeline Shares held within the CREST system will be cancelled. The Consideration will be despatched by Bidco to Scheme Shareholders as soon as practicable after the Effective Date and in any event within 14 days of the Effective Date. Freeline Share Plan participants will be contacted separately regarding the effect of the Acquisition on their rights under the Freeline Share Plans and the processing of any Consideration payable to them for the Freeline Shares subject to their Awards.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You are therefore urged to complete and return your Forms of Proxy, make an electronic appointment of a proxy or submit a proxy vote via CREST as soon as possible.

If the Scheme does not become Effective by the Long Stop Date, it will lapse and the Acquisition will not proceed (unless extended with the agreement of Bidco, Freeline and, if required, the approval of the Court).

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme is not subject to U.S. law.

Further details of the Scheme and the Meetings are set out in paragraph 11 of Part III (Explanatory Statement) of this document.

64

Freeline ADS Holders should refer to paragraph 16 of Part III (Explanatory Statement) of this document.

Prior to the Scheme becoming Effective, a request will be made by Freeline to Nasdaq to suspend trading of, and delist, the Freeline ADSs on Nasdaq, to take effect on, or as soon as practicable after, the Effective Date. Subsequently, the Freeline ADSs and Freeline Shares will be deregistered under the Exchange Act.

As soon as practicable after the Effective Date and after the cancellation of the listing and admission to trading of the Freeline ADSs on Nasdaq, it is intended that Freeline will be re-registered as a private limited company under the relevant provisions of the Act.

A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain Freeline Shareholders is set out in paragraph 10 of Part VI (Additional Information) of this document.

That summary does not constitute tax advice and does not purport to be a full analysis of all potential United Kingdom and United States tax consequences of the Acquisition. Freeline Shareholders who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of the United Kingdom and the United States are strongly advised to contact an appropriate independent professional adviser immediately.

Overseas Shareholders should refer to paragraph 18 of Part III (Explanatory Statement) of this document for further details.

Your attention is drawn to paragraph 20 of Part III (Explanatory Statement) of this document, which explains the actions you should take in relation to the Acquisition and the Scheme.

Your attention is drawn to Part III (Explanatory Statement) of this document (being the Explanatory Statement made in compliance with section 897 of the Act), which gives further details about the Acquisition and the terms of the Scheme that are set out in full at the end of this document. Please note that reading the information in Part III (Explanatory Statement) is not a substitute for reading the remainder of this document.

You are advised to read the whole of this document and not just to rely on the summary information in this letter.

Your attention is further drawn to the information contained in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition), Part VI (Additional Information), Part IX (The Scheme of Arrangement) and to the expected timetable of principal events set out on page 6 of this document.

Yours faithfully,

Julia P. Gregory

Non-Executive Director and Special Committee Chair

65

PART II

US SPECIAL FACTORS

Freeline has adopted a related person transaction policy that sets forth procedures for the identification, review, consideration and approval or ratification of related person transactions. Under the policy, if a transaction has been identified as a related person transaction, Freeline’s management must present information regarding the related person transaction to its audit committee, or, if audit committee approval would be inappropriate, to another independent body of the Freeline Board for review, consideration and approval or ratification. The audit committee, or such other independent committee, will consider all facts and circumstances and will not approve or ratify the transaction unless it determines that it is in, or not inconsistent with, the interests of Freeline and its shareholders.

On 10 March 2022, Freeline entered into a purchase agreement with Freeline’s majority shareholder, Syncona Portfolio, a subsidiary of Syncona Limited, and certain other existing shareholders providing for the issuance and sale by Freeline of 24,857,143 ADSs, at a price of USD 1.05 per ADS (amounting to an aggregate of USD 26.1 million), in a registered direct offering (the “2022 Share Purchase”). The offering closed on 15 March 2022. Freeline received net proceeds of approximately USD 24.2 million from the offering, after deducting offering expenses payable by Freeline.

On 24 March 2023, Freeline entered into an exclusive patent and know-how licence agreement with Syncona IP Holdco (2) Limited, or Syncona Holdco, a company controlled by Syncona. Under the terms of the agreement, Freeline granted Syncona Holdco an exclusive licence under certain patent rights related to an immune-modifying protein to develop and commercialise the technology other than in respect of liver-directed gene therapies and a non-exclusive licence to certain know-how. Syncona Holdco was required to make an upfront payment to us of GBP 0.5 million, or approximately USD 0.6 million, and may be required to make up to GBP 12.5 million, or approximately USD 15.1 million, in development and regulatory milestone payments, and pay Freeline a low-single-digit percentage royalty on net sales of certain licensed products and know-how products on a product-by-product and country-by-country basis, commencing on the date of the first commercial sale of such product in such country until (in respect of licensed products) the expiration of the last valid licensed patent claim covering such product in such country or (in respect of know-how products) 20 years from the date upon which the agreement was signed

In March 2023, Freeline entered into an exclusive patent and know-how licence agreement with Forcefield Therapeutics Limited, or Forcefield, a company controlled by Syncona. Under the terms of the agreement, Forcefield granted Freeline an exclusive licence under certain patent rights to develop and commercialise AAV gene therapies for certain cardiac conditions and a non-exclusive licence to certain know-how. Freeline was required to make an upfront payment to Forcefield of GBP 0.5 million, or approximately USD 0.6 million, and may be required to make up to GBP 18.3 million, or approximately USD 22.0 million, in development and regulatory milestone payments, and pay Forcefield a mid-single-digit percentage royalty on net sales of certain royalty products on a product-by-product and country-by-country basis, until the later of (a) the expiration of the last valid licensed patent claim covering such product in such country or (b) ten years from the first commercial sale of such product sold in that country or 20 years from the date upon which the agreement was signed. Freeline also agreed to make payments to Forcefield in accordance with a workplan to be agreed in connection with a sponsored research agreement entered into between Forcefield and a non-profit organisation.

66

On 11 August 2020, Freeline entered into a Registration Rights Agreement (the “IPO Registration Rights Agreement”) with Syncona Portfolio and certain other shareholders that held shares prior to Freeline’s initial public offering. The IPO Registration Rights Agreement provides such shareholders, including Syncona Portfolio, with certain registration rights whereby, at any time 180 days following Freeline’s initial public offering and the expiration of any applicable lock-up period, such shareholders can (i) require Freeline to register under the Securities Act the securities of Freeline that they hold and (ii) exercise piggyback registration rights, in each case subject to conditions as set forth in the IPO Registration Rights Agreement.

Freeline has issued the Original Notes to Syncona Portfolio pursuant to the Loan Note Certificate. On completion of certain business and acquisition-related milestones, Freeline will issue the Additional Notes pursuant to the Loan Note Certificate. The obligations owed by Freeline in respect of the Notes are secured by the Security Agreements.

The Notes bear interest at a rate of 12% per annum. Interest on the Notes capitalises monthly in arrear. Upon repayment or conversion, a premium of 10% of the principal outstanding (excluding capitalised interest) will be added to the loan balance. It is expected that the Notes will mature on 20 November 2024, subject to earlier conversion or repayment.

The Loan Note Certificate contains customary undertakings and events of default (subject, in each case, to certain agreed exceptions, materiality qualifiers, carve-outs and grace periods). These include, among other things:

Pursuant to the Security Agreements, Freeline, Freeline Holdings and Freeline Therapeutics have granted fixed and floating charges over all of their assets (and assigned certain assets) to Syncona Portfolio to secure Freeline’s obligations under the Notes. If an event of default were to occur under the Loan Note Certificate, subject in various cases to certain cure rights, Syncona Portfolio would be entitled to enforce the Security Agreements and dispose and liquidate some or all of the assets secured by the Security Agreements in order to discharge the amount owed to Syncona Portfolio under the Notes.

The Security Agreements contain customary representations and undertakings. These include, among other things:

Freeline has entered into a deed of indemnity with each of its directors and members of senior management. Freeline’s articles of association provide that Freeline indemnify its directors and members of senior management to the fullest extent permitted by applicable law.

67

Freeline has entered into employment agreements or offer letters with the members of its senior management. These agreements contain customary provisions and representations, including confidentiality, non-competition, non-solicitation and inventions assignment undertakings by the members of its senior management. However, the enforceability of the non-competition provisions may be limited under applicable law. See “Item 6. Directors, Senior Management and Employees” included in Freeline’s Form 20-F for the fiscal year ended 31 December 2022, which is incorporated herein by reference.

The purpose of the Acquisition is for Bidco to acquire all of the issued and to be issued share capital of Freeline (other than the Excluded Shares). Following the consummation of the Acquisition, the Freeline Shareholders (other than Syncona Portfolio) will cease to have any equity interest in Freeline or any right to participate in Freeline’s earnings and future growth (if any).

The strategy of Syncona is to create, build and scale companies around exceptional science to create a diversified portfolio of leading healthcare businesses, across development stage and therapeutic areas, for the benefit of Syncona’s stakeholders. The Acquisition is in furtherance of this strategy, in that it is intended to better position Freeline to advance the development of its product candidates than if Freeline were to remain a publicly listed company where there is significant risk to its ability to secure adequate financing to continue its operations.

Prior to reaching its recommendation that Freeline Shareholders vote in favour of the Acquisition, the Special Committee explored and evaluated a wide range of options, including potential financing transactions and mergers and acquisitions, over a period of approximately seven months after receiving Dr. Hollowood’s initial notification to Ms. Gregory of Syncona’s interest in exploring strategic options for Freeline, which could include acquiring the entire issued share capital of Freeline.

In evaluating the Implementation Agreement, the Acquisition and the other transactions contemplated by the Implementation Agreement, the Special Committee relied on its knowledge of Freeline’s business, financial condition, results of operations, and the prospects and risks of remaining a publicly traded company and consulted with the senior management of Freeline, and representatives of Leerink Partners and Skadden. In the course of making the determination that the Implementation Agreement, the Acquisition and the other transactions contemplated by the Implementation Agreement are fair and reasonable and are likely to promote the success of Freeline for the benefit of its shareholders, having had regard to the interests of other stakeholders, and to recommend Freeline Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, the Special Committee considered numerous reasons, including the following material reasons and benefits of the Acquisition.

As of 30 September 2023, Freeline had unrestricted cash and cash equivalents of USD 29.5 million, which was expected to enable Freeline to fund its planned operations into the second quarter of 2024. Freeline has incurred operating losses since inception including net losses of USD 26.9 million and USD 66.0 million for the nine months ended 30 September 2023 and 2022, respectively. As of 30 September 2023, Freeline had an accumulated deficit of USD 472.3 million. Freeline expects to continue to incur significant expenses and generate operating losses for the foreseeable future as it advances its FLT201 product candidate for Gaucher disease through clinical development, seeks regulatory approval, invests further in its gene therapy platform and seeks to identify new gene therapy product candidates. These conditions indicated that there was

68

substantial doubt regarding Freeline’s ability to continue as a going concern for at least 12 months from the issuance date of Freeline’s most recent unaudited condensed consolidated financial statements.

In evaluating the Acquisition, the Special Committee considered Freeline’s urgent need for funding against its prospects of securing financing. Having conducted an extensive exploration of Freeline’s alternatives, including a confidential private placement marketing process prior to publicly releasing initial data from its GALILEO-1 clinical trial of FLT201 that failed to yield a financing, the Special Committee believes that any financing Freeline could secure at this time was only likely to support operations for a limited period of time, and would come with terms and conditions that could hamper its future ability to raise capital and that would not solve for the lack of liquidity of Freeline ADSs, which places ongoing downward pressure on the price of the Freeline ADSs and limits Freeline’s ability to raise capital. Additional factors considered by the Special Committee included Freeline’s current and historic ADS price, the relatively low trading volume, the significant challenges Freeline faced raising equity capital in late 2021 and early 2022, General Instruction I.B.5 of Form F-3, which limits the amounts that Freeline may sell under its shelf registration statement on Form F-3, the possibility that Freeline would not remain in compliance with the continued listing rules of Nasdaq, the limited research analyst coverage, and the likely lack of cash available for distribution to shareholders if Freeline had to pursue a liquidation in insolvency in the event a transaction was not successfully completed.

Additionally, the Special Committee considered the current macroeconomic environment for small biotechnology companies, particularly in the gene therapy sector. The Special Committee noted and considered the number of similarly situated public companies becoming insolvent and winding down operations. The public markets continue to be challenging for gene therapy companies, irrespective of the data generated for early stage clinical candidates, and with no foreseeable end in sight, the Special Committee believes the ongoing bear market for biotechnology companies poses a significant risk to Freeline’s ability to continue as a going concern as a publicly traded company in the current environment. The Acquisition offers value and certainty to shareholders and a path forward for Freeline and its programmes.

At USD 0.43333 per Freeline Share and USD 6.50 per Freeline ADS, the Acquisition offers a 51% premium (before taking into account any Depositary fees) over the closing price of USD 4.32 per Freeline ADS on 17 October 2023, the last day of trading prior to Syncona’s public announcement of its Initial Proposal, and a 75% premium over the 30-trading day average closing price of USD 3.72 as of 17 October 2023. The Special Committee also considered the relative likelihood that the trading price of the Freeline ADSs would at any time in the foreseeable future, reach and sustain a level equal to or greater than the per Freeline ADS consideration of USD 6.50, as adjusted for present value.

The all-cash consideration in the Acquisition provides holders with liquidity and certainty of the value of their Freeline Shares and Freeline ADSs. Considering the various significant risks that Freeline would face by remaining a publicly traded entity and pursuing its current business and financial plans, the Special Committee believes that this certainty of value is compelling compared to the most likely outcome of an insolvency filing if a transaction or financing could not be completed.

The Special Committee conducted an extensive seven-month long process to explore and evaluate Freeline’s financing and strategic alternatives, with the assistance of Leerink Partners as its financial advisor. As part of this process, at the direction of the Special Committee, Leerink Partners and Freeline contacted more than 45 potential counterparties to assess their interest in the gene therapy and/or rare disease sector, including a

69

range of small-to mid-cap biotechnology and large pharma companies as well as counterparties with which Freeline was already engaged in preliminary strategic discussions. Of the contacted companies, five signed confidentiality agreements to further diligence the opportunity. None of the contacted counterparties submitted an indication of interest. Following the release of the positive initial clinical data for FLT201 in early October, Leerink Partners conducted a second wave of outreach to 17 of the potential counterparties and then following Syncona’s public disclosure of its Initial Proposal on 18 October 2023, Leerink Partners and Freeline reached out to four strategic parties who had previously expressed preliminary interest in a strategic transaction and could potentially submit a proposal competitive with the terms set forth by Syncona. Upon completion of due diligence, none of the potential counterparties submitted offers.

The Special Committee also considered the impact of Syncona Portfolio’s ownership in Freeline, which was sufficient by itself to prevent the consummation of any transaction with a third party that required shareholder approval, on the likelihood of such a transaction, given that Syncona had indicated to the Special Committee that it was primarily interested in pursuing the transaction outlined in the Initial Proposal and was only interested in selling their Freeline Shares or in participating in any other transaction involving Freeline at a significantly higher valuation and subject to certain other conditions.

Additionally, in the weeks leading up to the early October data readout, as part of a contemplated private placement equity financing to be led by Syncona, Leerink Partners contacted approximately 70 institutional investors on a no-name basis. Freeline held meetings with 33 investors to review the upcoming data under confidentiality obligations. Many of the investors met with Freeline multiple times and conducted extensive due diligence but ultimately declined to participate in the equity financing. Leerink Partners did receive indications of interest from several investors, but ultimately Freeline could not secure financing on terms acceptable to Syncona and the other investors who expressed interest in participating in the financing. Following the release of the FLT201 clinical data, Leerink Partners reached back out to 10 investors to re-assess their interest in a potential financing, but the process did not gain traction and was stopped after the public disclosure of Syncona’s Initial Proposal.

In addition to the fact that these efforts failed to yield any alternative offer to acquire Freeline or any financing, no proposal has been received from any third party following the public announcement of the Initial Proposal on 18 October 2023.

As a result of a robust, month-long negotiation conducted by Freeline at the direction of the Special Committee and with the assistance of its financial and legal advisors, the Consideration for the Acquisition was increased by 30% from USD 5.00 per Freeline ADS in Syncona’s Initial Proposal to USD 6.50 per Freeline ADS. The negotiations also resulted in up to an additional USD 15 million from Syncona in form of a secured convertible debt financing to support operations through the completion of the Acquisition.

The Special Committee determined following extensive negotiations with Syncona that USD 0.43333 and USD 6.50 were the highest price per Freeline Share and per Freeline ADS, respectively, that Syncona would agree to pay and that the Acquisition represented the most favourable terms to Freeline Shareholders which could be negotiated with Syncona. The Special Committee’s determination was informed by a number of factors, including the duration and tenor of negotiations and the experience of the Special Committee and its advisors.

The Special Committee considered the anticipated timing of the closing of the Acquisition in the first quarter of 2024, with the anticipated result of allowing shareholders to receive the all-cash consideration in

70

a relatively short time frame. The Special Committee noted that the Acquisition has no financing condition and Bidco would fund the purchase price from existing cash resources of Syncona. The Special Committee considered how the potential for closing within a relatively short time frame could also reduce the amount of time in which Freeline’s business would be subject to the uncertainty inherent to the pendency of the transaction and related disruption.

The Special Committee considered the opinion of Leerink Partners rendered orally to the Special Committee on 21 November 2023 (and subsequently confirmed in writing by delivery of Leerink Partners’ written opinion, dated 21 November 2023) that, as of such date and based upon and subject to the various assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement was fair, from a financial point of view, to such holders.

The Special Committee believes that sufficient procedural safeguards were and are present to ensure that the Acquisition is procedurally fair to the holders of Freeline Shares and Freeline ADSs and to permit the Special Committee to represent effectively the interests of such Freeline Shareholders. These procedural safeguards include the following, which are not listed in any relative order of importance:

together with a number of other ancillary powers and authorities to allow the Special Committee to evaluate the Acquisition and strategic alternatives;

71

The Special Committee also considered a variety of potentially negative factors concerning the Implementation Agreement, the Acquisition and the Original Security Agreement, including the following, which are not listed in any relative order of importance:

72

The foregoing discussion of information and factors considered by the Special Committee is not intended to be exhaustive but includes a number of the factors considered by the Special Committee. In view of the wide variety of factors considered by the Special Committee, the Special Committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously authorised and approved the Implementation Agreement, the Scheme and the Acquisition, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the Acquisition to the Freeline Shareholders and its decision to recommend the authorisation and approval of the Implementation Agreement, the Scheme and the Acquisition, the Special Committee considered financial analyses presented by Leerink Partners. The Special Committee believes that it is reasonable and appropriate to consider the opinion from Leerink Partners in its determination as to the fairness, from a financial point of view, of the consideration payable in the transaction to the Freeline Shareholders, because the opinion addressed the fairness, from a financial point of view, of the Consideration proposed to be paid to the holders of Freeline Shares and Freeline ADSs (other than Excluded Shares) pursuant to the terms of the Implementation Agreement, which includes all Unaffiliated Shareholders. To the extent that an affiliated security holder may exist other than Syncona Limited and its affiliates, the consideration to be received by such affiliated security holder is identical in all respects as the consideration to be received by Freeline Shareholders. The Special Committee expressly adopted these analyses and opinions, amongst other factors considered, in reaching its determination as to the fairness of the transactions set out in the Implementation Agreement, including the Acquisition.

The Special Committee considered the historical market prices of the Freeline ADSs as described under the section entitled “Market quotations” set out in paragraph 4 of Part VI (Additional Information). The Special Committee therefore considered these to be positive factors and potential benefits of the Acquisition. Freeline is not aware of any firm offers made by any unaffiliated person, other than Syncona, during the past three years for (i) the merger or consolidation of Freeline with or into another company, or vice-versa; (ii) the sale or other transfer of all or any substantial part of the assets of Freeline; or (iii) a purchase of Freeline’s securities that would enable the holder to exercise control of Freeline.

The Special Committee also considered the purposes and reasons for Freeline to undertake the Acquisition at this time and concluded that the benefits received by Freeline at this time as a publicly traded company do not sufficiently justify the regulatory and other burdens imposed on publicly traded companies. The Special Committee believe that, at this time, the U.S. public equity markets do not provide Freeline with the ability to raise capital on reasonable terms nor do the U.S. public equity markets provide the existing Freeline Shareholders and Freeline ADS holders with adequate levels of liquidity. On the other hand, the status of a privately held company will give Freeline greater operational flexibility and allow it to focus on its long-term growth and continuing improvements to its business absent the regulatory burden imposed upon public companies and the distractions caused by the public equity market’s valuation of the Freeline ADSs.

73

In reaching its determination that the Implementation Agreement, the Scheme and the Acquisition are fair to, and in the best interests of, Freeline and the Freeline Shareholders and its decision to authorise and approve the Implementation Agreement, the Scheme and the Acquisition, and recommend the authorisation and approval of the Scheme and the Acquisition by the Freeline Shareholders, the Special Committee, on behalf of Freeline, considered the factors as described above under this section. During its consideration of the Implementation Agreement and the Acquisition, the Special Committee was also aware that some of the Freeline Directors and Freeline Shareholders have interests with respect to the Acquisition that are, or may be, different from, and/or in addition to those of the Freeline Shareholders generally, as set out under the section entitled “Interests of Freeline Non-Employee Directors and Executive Officers” in paragraph 6 of Part VI (Additional Information).

For the reasons above as well as the fact that the Special Committee on behalf of Freeline believes that the Implementation Agreement, the Scheme and the Acquisition, are substantively and procedurally fair to, and in the best interests of, Freeline, the Special Committee on behalf of Freeline believes that it is appropriate for Freeline to undertake the Acquisition and the going private transaction at this time.

Except as set out in paragraph 10 of Part II (US Special Factors), no director who is not an employee of Freeline has retained an unaffiliated representative to act solely on behalf of the Freeline Shareholders for purposes of negotiating the terms of the Acquisition and/or to prepare a report concerning the fairness of the Acquisition.

Company Privately Held; Delisting from Nasdaq; Termination of SEC Registration

The Freeline ADSs are currently listed on Nasdaq under the symbol “FRLN.” It is expected that, following the consummation of the Acquisition, Freeline will cease to be a publicly traded company and will instead become a private company beneficially owned by the Syncona group. Following the completion of the Acquisition, the Freeline ADSs will cease to be listed on any securities exchange or quotation system, including Nasdaq, and price quotations with respect to sales of the Freeline ADSs in the public market will no longer be available. In addition, registration of the Freeline ADSs and the underlying Freeline Shares under the Exchange Act may be terminated upon Freeline’s application to the SEC if the Freeline Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Freeline Shares. Ninety days after the filing of Form 15 in connection with the completion of the Acquisition or such shorter period as may be determined by the SEC, registration of the Freeline ADSs and the underlying Freeline Shares under the Exchange Act will be terminated, and Freeline will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. As a result of no longer being required to make SEC filings, Freeline will no longer incur costs and expenses of complying with such laws. After the completion of the Acquisition, the Freeline Shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide, including reporting obligations for directors, officers and principal securities holders of Freeline. Furthermore, following the completion of the Acquisition, the Freeline ADS programme will terminate.

Upon the Scheme becoming Effective, the Scheme Shares will be transferred to Bidco and/or its nominees by means of a form of transfer or other instrument or instruction of transfer and to give effect to such transfers any person may be appointed by Bidco as attorney and/or agent. The Scheme Shares will be transferred in exchange for the right to receive the Consideration (less up to USD 0.10 per ADS for Depositary fees payable pursuant to the terms of the Deposit Agreement for Freeline ADS Holders), in cash, without interest and net of any applicable withholding taxes. As a result, current Freeline Shareholders and Freeline ADS Holders, other than Syncona Portfolio, will no longer have any equity interest in, or be shareholders or ADS holders of, Freeline upon completion of the Acquisition. As a result, the Freeline

74

Shareholders and Freeline ADS Holders, other than Syncona Portfolio, will not have the opportunity to participate in the earnings and growth of Freeline and they will not have the right to vote on corporate matters. Similarly, Freeline Shareholders and Freeline ADS Holders, other than Syncona Portfolio, will not be exposed to the risk of loss in relation to their investment in Freeline.

Management

If the Acquisition is completed, the Freeline Board as of immediately following the consummation of the Acquisition is expected to consist of representatives of Syncona and Freeline, with Syncona representatives constituting a majority of the members of the Freeline Board. Any Awards held by employees or directors of Freeline will be treated in accordance the rules of the applicable Freeline Share Plan, as described more fully in the section entitled “Freeline Equity Awards” in paragraph 9 of Part III (Explanatory Statement).

Freeline’s Net Book Value and Net Loss

The table below sets out the indirect interest in Freeline’s net book value and net loss for Syncona Portfolio before and after the Acquisition, based on the historical net book value and net loss of Freeline as of 30 September 2023 and for the nine months ended 30 September 2023.

If the Acquisition is consummated, the interest of Syncona Portfolio and Bidco in Freeline’s net book value and net earnings would, collectively, equal 100%, and Syncona Portfolio and Bidco would be entitled to all benefits resulting from that interest, including all income generated by Freeline’s operations and any future increase in Freeline’s value. Former Freeline Shareholders would thereafter have no opportunity to participate in the earnings and growth of Freeline and would not have any right to vote on corporate matters. Similarly, after the consummation of the Acquisition, Syncona Portfolio and Bidco would, collectively, also bear responsibility for funding Freeline’s business (other than Syncona Portfolio) the entire risk of losses generated by Freeline’s operations and any decrease in the value of Freeline, and former Freeline Shareholders would not be subject to the risks associated with Freeline’s business and face the risk of losses generated by Freeline’s operations or decline in the value of Freeline.

The primary benefits of the Acquisition to Freeline Shareholders include, without limitation, the following:

75

Detriments of the Acquisition to Freeline Shareholders include:

Benefits of the Acquisition to Freeline Directors and executive officers include:

The primary detriments of the Acquisition to Freeline Directors and officers include, without limitation, the following:

76

Benefits of the Acquisition to Syncona include the following:

The primary detriments of the Acquisition to Syncona include the following:

Syncona’s current intention is for Bidco to retain the Freeline Shares acquired by Bidco in the Acquisition. The Syncona Persons will evaluate the business and operations of Freeline prior to and following the consummation of the Acquisition and will consider which changes, if any, would be desirable following the consummation of the Acquisition. Possible changes could include changes in Freeline’s business, corporate structure, organisational documents, capitalisation, board of directors and management. Any changes will be considered in light of the then prevailing circumstances of Freeline and its business operations and the Syncona Persons reserve the right to change their plans and intentions at any time, as deemed appropriate. In accordance with the Implementation Agreement, at the closing of the Acquisition, it is anticipated that certain of the current members of the Freeline Board will resign upon notice from Bidco.

If, for any reason, the Acquisition is not consummated, the Syncona Persons reserve the right to acquire additional Freeline Shares and/or Freeline ADSs through private purchases, market transactions, tender or exchange offers or otherwise on terms and at prices that may be more or less favourable than those contemplated by the Implementation Agreement, or, subject to any applicable legal restrictions, to dispose of any or all Freeline Shares and Freeline ADSs acquired by them.

Except as described above or elsewhere in this document and except for the Acquisition, none of the Syncona Persons has any present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving Freeline or any of its subsidiaries (such as a merger, reorganisation, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any change in the Freeline Board or management, (iii) any material change in Freeline’s capitalisation or dividend policy, (iv) any other material change in Freeline’s corporate structure or business, (v) any class of equity securities of Freeline being delisted from a national securities exchange or ceasing to be authorised to be quoted in an automated quotation system operated by a national securities association or (vi) any class of equity securities of Freeline becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

77

The Special Committee noted that (i) despite positive data for its FLT201 product candidate, Freeline was unable to secure financing that met with the terms agreed upon by investors who expressed interest in participating in a financing and/or provided long-term financial sustainability, (ii) the Initial Proposal had been publicly announced on 18 October 2023 and was therefore known to the market in general, and would continue to be known to the market through and after the execution of the Implementation Agreement, (iii) the process to explore strategic alternatives conducted by Leerink Partners before and after announcement of the Initial Proposal at the direction and under the supervision of the Special Committee failed to yield any offer to acquire the Freeline Shares, Freeline ADSs or the assets of Freeline, (iv) since the announcement of the Initial Proposal, no person other than Syncona has contacted Freeline or the Special Committee with a proposal for an alternative transaction with Freeline, and (v) Syncona Portfolio beneficially owns approximately 50.0% of the outstanding Freeline Shares, on a fully diluted basis, control approximately 57.9% of the total voting power in Freeline, and indicated to the Special Committee that it was primarily interested in pursuing the transaction outlined in the Initial Proposal and was only interested in selling their Freeline Shares or in participating in any other transaction involving Freeline at a significantly higher valuation and subject to certain other conditions. Based on the foregoing, the Special Committee determined that there was no alternative transaction to the Acquisition. Since Freeline’s receipt of the Initial Proposal on 17 October 2023, Freeline has not received any offer from any third party for a merger or consolidation of Freeline with another company, the sale or transfer of all or substantially all of Freeline’s assets, or the purchase of all of the Freeline Shares, or a sufficient number of Freeline Shares to enable such third party to exercise control of or significant influence over Freeline.

The Special Committee also considered the advisability of rejecting the Initial Proposal and allowing Freeline to remain as a publicly traded company. However, based on the considerations set forth under the section entitled “Reasons for the Recommendation” in paragraph 4 of Part II (US Special Factors), the Special Committee concluded that remaining as a public company would be less favourable than the Acquisition both as a means to enhance the value for Freeline Shareholders and avoiding the reasonable likelihood of insolvency without consummation of the Acquisition.

Freeline is not currently aware of any reason why the Acquisition will not be completed as contemplated by the Implementation Agreement. If the Acquisition were not completed for any reason, however, Freeline Shareholders would not receive the Consideration that is contemplated by the Implementation Agreement and the Scheme. Instead, Freeline would remain a publicly traded company and the Freeline ADSs would continue to be listed and traded on Nasdaq for so long as Freeline continued to meet Nasdaq’s listing requirements. Freeline Shareholders and Freeline ADS Holders would therefore continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of Freeline ADSs and the Freeline Shares. The effect of these risks and opportunities on the future value of the Freeline ADSs and the Freeline Shares cannot be predicted with any certainty. There is also a risk that the market price of Freeline ADSs would decline if the Acquisition were not completed, based on an assumption that the current market price reflects an expectation on the part of investors that the Acquisition will be completed.

If the Acquisition were not completed for any reason, the Special Committee could be expected thereafter to evaluate and review the business, operations, and capitalisation of Freeline, including the Notes, and make such changes as it deemed appropriate. If the Acquisition were not completed for any reason, it is possible that no other comparable transaction acceptable to Freeline would be offered, and that Freeline’s business, prospects, and results of operations would be adversely affected. The conversion of some or all of the Notes would dilute the ownership interests of existing Freeline ADS Holders. Freeline would urgently need substantial additional funding to continue operations and potentially repay the Notes, which may not be available on acceptable terms, if at all. Failure to remain in compliance with the terms of the Notes could, amongst other things, adversely affect Freeline’s business and financial condition in the future, its ability to

78

obtain additional financing, the ownership interest of existing Freeline Shareholders, the assets of Freeline and its subsidiaries and the market price of the Freeline ADSs.

There is a reasonable likelihood Freeline would have to pursue a liquidation in insolvency in the event the Acquisition is not successfully completed. In addition, Freeline will have incurred significant transaction costs, its continuing business relationships with consultants, licensors, business partners and employees may be adversely affected, the market’s perceptions of Freeline’s prospects could be adversely affected.

Under the SEC rules governing “going-private” transactions, Freeline is required to express its beliefs as to the substantive and procedural fairness of the Acquisition to the Scheme Shareholders. Freeline evaluated the potential existence of any potential conflict of interest with respect to Dr. Hollowood (in light of Syncona being the majority shareholder of Freeline and Dr. Hollowood’s position as Chief Executive Officer of Syncona Investment and Chairman of the Freeline Board) and implemented appropriate governance measures to enhance and protect the independence of deliberations by the Freeline Board, which measures included the formation of the Special Committee, which excluded Dr. Hollowood, for the purposes of (among other matters) considering, negotiating the terms of and approving the Acquisition. The Special Committee believes that sufficient procedural safeguards were and are present to ensure that the Acquisition is procedurally fair to the Scheme Shareholders and to permit the Special Committee to represent effectively the interests of such Scheme Shareholders. These procedural safeguards include the following, which are not listed in any relative order of importance:

together with a number of other ancillary powers and authorities to allow the Special Committee to evaluate the Acquisition and strategic alternatives;

79

The Special Committee also considered a variety of potentially negative factors concerning the Implementation Agreement, the Acquisition and the Original Security Agreement, including the following, which are not listed in any relative order of importance:

80

As discussed elsewhere in this document, the Special Committee also considered Freeline’s financial condition and the substantial doubt as to its ability to continue as a growing concern. As of 30 September 2023, Freeline had unrestricted cash and cash equivalents of USD 29.5 million, which was expected to enable Freeline to fund its planned operations into the second quarter of 2024. Freeline has incurred operating losses since inception including net losses of USD 26.9 million and USD 66.0 million for the nine months ended 30 September 2023 and 2022, respectively. As of 30 September 2023, Freeline had an accumulated deficit of USD 472.3 million. Freeline expects to continue to incur significant expenses and generate operating losses for the foreseeable future as it advances its FLT201 product candidate for Gaucher disease through clinical development, seeks regulatory approval, invests further in its gene therapy platform and seeks to identify new gene therapy product candidates. These conditions indicated that there was substantial doubt regarding Freeline’s ability to continue as a going concern for at least 12 months from the issuance date of Freeline’s most recent unaudited condensed consolidated financial statements.

In evaluating the Acquisition, the Special Committee considered Freeline’s urgent need for funding against its prospects of securing financing. Having conducted an extensive exploration of Freeline’s strategic alternatives, including a confidential private placement marketing process prior to publicly releasing initial data from its GALILEO-1 clinical trial of FLT201 that failed to yield a financing, the Special Committee believes that any financing Freeline could secure at this time was only likely to support operations for a limited period of time, and would come with terms and conditions that could hamper its future ability to raise capital and that would not solve for the lack of liquidity of Freeline ADSs, which places ongoing downward pressure on the price of the Freeline ADSs and limits Freeline’s ability to raise capital. Additional factors considered by the Special Committee included Freeline’s current and historic ADS price, the relatively low trading volume, the significant challenges Freeline faced raising equity capital in late 2021 and early 2022, General Instruction I.B.5 of Form F-3, which limits the amounts that Freeline may sell under its shelf registration statement on Form F-3, the possibility that Freeline would not remain in compliance with the continued listing rules of Nasdaq, the limited research analyst coverage, and the likely lack of cash available for distribution to shareholders if Freeline had to pursue a liquidation in insolvency in the event a transaction was not successfully completed.

Additionally, the Special Committee considered the current macroeconomic environment for small biotechnology companies, particularly in the gene therapy sector. The Special Committee noted and considered the number of similarly situated public companies becoming insolvent and winding down operations. The public markets continue to be challenging for gene therapy companies, irrespective of the data generated for early stage clinical candidates, and with no foreseeable end in sight, the Special Committee believes the ongoing bear market for biotechnology companies poses a significant risk to Freeline’s ability to continue as a going concern as a publicly traded company in the current environment. The Acquisition and the following offers value and certainty to shareholders and a path forward for Freeline and its programmes.

The foregoing discussion of information and factors considered by the Special Committee is not intended to be exhaustive but includes a number of the factors considered by the Special Committee. In view of the

81

wide variety of factors considered by the Special Committee, the Special Committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously authorised and approved the Implementation Agreement, the Scheme and the Acquisition, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the Acquisition to the Freeline Shareholders and its decision to recommend the authorisation and approval of the Implementation Agreement, the Scheme and the Acquisition, the Special Committee considered financial analyses presented by Leerink Partners. The Special Committee believes that it is reasonable and appropriate to consider the opinion from Leerink Partners in its determination as to the fairness, from a financial point of view, of the consideration payable in the transaction to the Freeline Shareholders, because the opinion addressed the fairness, from a financial point of view, of the Consideration proposed to be paid to the holders of Freeline Shares (other than Excluded Shares) pursuant to the terms of the Implementation Agreement, which includes all Unaffiliated Shareholders. To the extent that an affiliated security holder may exist other than Syncona and its affiliates, the consideration to be received by such affiliated security holder is identical in all respects as the consideration to be received by Freeline Shareholders. The Special Committee expressly adopted these analyses and opinions, amongst other factors considered, in reaching its determination as to the fairness of the transactions set out in the Implementation Agreement, including the Acquisition.

The Special Committee considered the historical market prices of the Freeline ADSs as described under the section entitled “Market quotations” set out in paragraph 4 of Part VI (Additional Information). The Special Committee therefore considered these to be positive factors and potential benefits of the Acquisition. Freeline is not aware of any firm offers made by any unaffiliated person, other than Syncona, during the past three years for (i) the merger or consolidation of Freeline with or into another company, or vice-versa; (ii) the sale or other transfer of all or any substantial part of the assets of Freeline; or (iii) a purchase of Freeline’s securities that would enable the holder to exercise control of Freeline.

The Special Committee also considered the purposes and reasons for Freeline to undertake the Acquisition at this time and concluded that the benefits received by Freeline at this time as a publicly traded company do not sufficiently justify the regulatory and other burdens imposed on publicly traded companies. The Special Committee believe that, at this time, the U.S. public equity markets do not provide Freeline with the ability to raise capital on reasonable terms nor do the U.S. public equity markets provide the existing Freeline Shareholders and Freeline ADS holders with adequate levels of liquidity. On the other hand, the status of a privately held company will give Freeline greater operational flexibility and allow it to focus on its long-term growth and continuing improvements to its business absent the regulatory burden imposed upon public companies and the distractions caused by the public equity market’s valuation of the Freeline ADSs.

In reaching its determination that the Implementation Agreement, the Scheme and the Acquisition are fair to, and in the best interests of, Freeline and the Freeline Shareholders and its decision to authorise and approve the Implementation Agreement, the Scheme and the Acquisition, and recommend the authorisation and approval of the Scheme and the Acquisition by the Freeline Shareholders, the Special Committee, on behalf of Freeline, considered the factors as described above under this section. During its consideration of the Implementation Agreement and the Acquisition, the Special Committee was also aware that some of the Freeline Directors and Freeline Shareholders have interests with respect to the Acquisition that are, or may be, different from, and/or in addition to those of the Freeline Shareholders generally, as set out under the section entitled “Part VI Additional Information – Interests of Freeline Non-Employee Directors and Executive Officers”.

For the reasons above as well as the fact that the Special Committee on behalf of Freeline believes that the Implementation Agreement, the Scheme and the Acquisition, are substantively and procedurally fair to, and in the best interests of, Freeline, the Special Committee on behalf of Freeline believes that it is appropriate for Freeline to undertake the Acquisition and the going private transaction at this time.

82

Except as set out in paragraph 10 of Part II (US Special Factors), no director who is not an employee of Freeline has retained an unaffiliated representative to act solely on behalf of the Freeline Shareholders for purposes of negotiating the terms of the Acquisition and/or to prepare a report concerning the fairness of the Acquisition.

Under the SEC rules governing “going-private” transactions, each of the Syncona Persons is an affiliate of Freeline and, therefore, is required to express its or his beliefs as to the substantive and procedural fairness of the Acquisition to the Unaffiliated Shareholders. Each of the Syncona Persons is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act and, for each such person who is a director of Freeline, solely in his individual capacity and not as a director of Freeline. The views of the Syncona Persons as to the fairness of the Acquisition should not be construed as a recommendation to any Freeline Shareholders as to how the Freeline Shareholders should vote with respect to the Scheme at the Court Meeting or with respect to the Resolution to be proposed at the General Meeting.

The Syncona Persons believe that the Acquisition, including the Consideration to be received by the Unaffiliated Shareholders pursuant to the Implementation Agreement, is fair to such security holders. The Syncona Persons base their belief on their respective knowledge and analysis of available information regarding Freeline, discussions with members of Freeline’s management regarding Freeline and its business and the following factors, each of which, in their judgment, supports the Syncona Persons’ view as to the fairness of the Acquisition (not necessarily in order of relative importance):

83

In addition, the Syncona Persons believe that the Acquisition is procedurally fair to the Unaffiliated Shareholders, based on the following factors (not necessarily in order of relative importance):

The Syncona Persons also considered the following factors, each of which the Syncona Persons considered negative in their considerations concerning the fairness of the terms of the Acquisition (not necessarily in order of relative importance):

After weighing these negative factors and giving them due consideration, the Syncona Persons concluded that none of these factors, alone or in the aggregate, is significant enough to outweigh the factors and analyses that the Syncona Persons considered to support their belief that the Acquisition is fair to the Unaffiliated Shareholders.

The Syncona Persons did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching their conclusion as to fairness, but, rather, they considered all the foregoing factors as a whole. None of the Syncona Persons have performed or prepared, nor engaged a financial advisor to perform or prepare, any report, opinion, appraisal, valuation or other analysis for the purpose of assessing the fairness of the Acquisition to the Unaffiliated Shareholders. Except as described elsewhere in this Circular, the Syncona Persons are not aware of, and thus did not consider, any offers made by unaffiliated third parties during the past two years with respect to (a) a merger or consolidation of Freeline with or into another company, (b) a sale of all or a substantial part of Freeline’s assets or (c) the purchase of Freeline’s voting securities that would enable the holder to exercise control over Freeline.

84

The foregoing discussion of the information and factors considered and given weight by the Syncona Persons is not intended to be exhaustive, but includes the factors considered by the Syncona Persons that they believe to be material.

The Syncona Persons did not consider the 2022 Share Purchase when considering the fairness of the Acquisition to the Unaffiliated Shareholders primarily because the 2022 Share Purchase was conducted in March 2022 and Freeline’s financial and business conditions have changed since then.

Freeline’s management does not, as a matter of course, make available to the public detailed financial forecasts or internal projections as to future performance, revenues, earnings or financial condition. However, Freeline’s management prepared certain financial projections for the fiscal year ending 31 December 2023 through the fiscal year ending 31 December 2043 (the “Management Projections”) which were provided to the Special Committee and its financial advisor in connection with Special Committee’s evaluation of the Acquisition. These financial projections, which were based on the estimates of Freeline’s management of Freeline’s future financial performance as of the date provided, were prepared by Freeline’s management for internal use, and reviewed and approved by the Special Committee for use by its financial advisor in connection with its financial analyses and opinion, and were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or U.S. GAAP.

The Management Projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, Freeline’s management took into account historical performance, combined with estimates regarding revenue, operating loss and net loss. Although the projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by Freeline management that Freeline management believed were prepared on a reasonable basis, reflected the best estimates and judgments available at that time and presented, to the best of Freeline management’s knowledge and belief, the expected course of action and the expected future financial performance of Freeline. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results, and shareholders are cautioned not to place undue reliance on the prospective financial information. In addition, factors such as industry performance, the market for Freeline’s existing and new products, the competitive environment, expectations regarding future acquisitions or any other transactions and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of our management, may cause actual future results to differ materially from the results forecasted in these financial projections.

In addition, the projections generally do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the projections do not give effect to completion of the Acquisition or any changes to Freeline’s operations or strategy that may be implemented after the time the projections were prepared. As a result, there can be no assurance that the projections will be realised, and actual results may be significantly different from those contained in the projections.

Neither Freeline, its independent registered public accounting firm, nor any other independent accountants have examined, compiled, or performed any procedures with respect to the financial projections or any amounts derived therefrom or built thereupon, nor have they given any opinion or any other form of assurance on such information or its achievability. The financial projections included in this document are included solely to give shareholders access to certain information that was made available to the Special Committee and its financial advisor, and are not included in this document in order to induce any shareholders to vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the General Meeting.

85

In developing the Management Projections, Freeline management made numerous assumptions about the industry in which Freeline participates, Freeline’s markets and products and Freeline’s ability to execute its plans. Freeline management prepared a set of financial projections for fiscal years 2023 through 2043 that forecasted Freeline’s business assuming the projected FLT201 revenues for the treatment of Gaucher in the United States, EU5 and Israel markets, both on a non-risk adjusted and a risk-adjusted basis. In each case, Freeline management determined that Freeline would require additional financing and, for purposes of preparing the Management Projections, assumed that Freeline would enter into near-term financing arrangements in the form of a secured convertible loan note bridge financing of $15 million in aggregate principal amount, and an at the-market PIPE equity financing with one-hundred percent warrant coverage in a cumulative amount of $100 million, with net proceeds of $94 million. In addition, the following key assumptions were made in developing the Management Projections:

Non-Risk Adjusted Case:

86

Risk-Adjusted Case:

The following table sets forth a summary of the Management Projections prepared by Freeline’s management and reviewed by the Special Committee in connection its evaluation of the Acquisition. For descriptions of business of Freeline, please see Freeline’s Form 20-F for the fiscal year ended 31 December 2022.

Non-Risk Adjusted Management Projections