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INTREXON: Dr L S Alphey (Resigned September 4

The following excerpt is from the company's SEC filing.

2015)

B G Morton (Resigned September 4

L T Clay (Resigned September 4

E D K Mott (Resigned September 4

H St P Parry

Dr C G J Richards (Resigned September 4

W G McAfee (Resigned September 4

Dr C Towler (Resigned September 4

Christian Ulrich (Appointed September 4

2015)

Rick Sterling (Appointed September 4

Company secretary

W J R Fleming (Resigned September 4

Registered number

04512301

Registered office

Second Floor, Park Gate

25 Western Avenue

Milton Park

Abingdon

OXFORD

OX14 4SH

Independent

auditors

PricewaterhouseCoopers LLP

One Reading Central

23 Forbury Road

READING

RG1 3JH

Bankers

Santander Corporate & Commercial Banking

Santander UK plc

1st Floor, 121 St Aldates

OX1 1HB

HSBC Bank Plc

16 Cornmarket Street

OX1 3HY

Solicitors

Wilmer Hale

Oxitec Limited

Contents

Page(s)

Independent Auditors’ Report

Consolidated Profit and Loss Account

Consolidated Statement of Total Recognised Gains and Losses

Consolidated Balance Sheet

Consolidated Cash Flow Statement

Reconciliation of Net Cash Flow to Movement in Net Debt

Notes to the Consolidated Financial Statements

To the Board of Directors of Oxitec Limited

We have audited the accompanying consolidated financial statements of Oxitec Limited and its subsidiaries, which comprise the consolidated balance sheet as of 31 December 2014, and the related consolidated profit and loss account, statement of total recognised gains and losses, cash flow statement, reconciliation of net cash flow to movement in net debt, and notes to the financial statements for the year then ended.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Financial Reporting Standard for Smaller Entities (Effective April 2008) and the Companies Act 2006 applicable to small groups (together “United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities”); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above:

give a true and fair view of the state of the Company’s affairs as at 31 December 2014 and of its loss and cash flows for the year then ended; and

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities.

Emphasis of matter

We draw attention to Note 22, which reconciles the results for the period from United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities (FRSSE) to accounting principles generally accepted in the United States of America (US GAAP). Significant differences exist between United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities and US GAAP. Our opinion is not modified with respect to this matter.

Other matter

We draw attention to the fact that these financial statements have not been prepared under section 394 of the Companies Act 2006 and are not the company’s statutory financial statements.

/s/ PricewaterhouseCoopers LLP

Reading, United Kingdom

9 September 2015

For the year ended 31 December 2014

Turnover

Administrative expenses

(4,810,460)

Other operating income

525,683

Operating loss

(4,284,777)

Interest receivable and similar income

13,004

Interest payable and similar charges

(99,378)

Loss on ordinary activities before taxation

(4,371,151)

Tax credit on loss on ordinary activities

379,587

Loss for the financial year

(3,991,564)

All results relate to continuing operations.

There are no material differences between the loss on ordinary activities before taxation and the loss for the financial year stated above and their historical cost equivalents.

The notes on pages 9 to 21 form part of these financial statements.

Exchange losses on foreign currency translation

(79,667)

Total recognised losses relating to the year

(4,071,231)

As at 31 December 2014

Fixed assets

Tangible assets

692,793

Investments

13,347

706,140

Current assets

Debtors

527,100

754,142

Cash at bank and in hand

2,676,497

3,957,739

Creditors

amounts falling due within one year

(4,747,715)

Net current liabilities

(789,976)

Total assets less current liabilities

(83,836)

Net liabilities

Capital and reserves

Called up share capital

Share premium account

20,790,841

Profit and loss account

(20,881,338)

Total shareholders' deficit

Net cash outflow from operating activities

(4,050,558)

Returns on investment and servicing of finance

Interest received

Net cash inflow from returns on investments and servicing of finance

Tax received

Capital expenditure and financial investment

Purchases of tangible fixed assets

(552,072)

Increase in investment in Genefirst Limited

(5,091)

Net cash outflow for capital expenditure and financial investment

(557,163)

Net cash outflow before use of liquid resources and financing

(4,218,792)

Management of liquid resources

Purchases of short term deposits

(754,142)

Net cash outflow from management of liquid resources

Financing

Issue of ordinary share capital

6,040,816

Increase in borrowings

177,976

Net cash inflow from financing

6,218,792

Increase in cash and cash equivalents

1,245,858

Reconciliation of net cash flow to movement in net debt

Movement in liquid resources

Movement in borrowings

(177,976)

Other non-cash changes

Change in net debt

1,722,646

Net debt at the beginning of the year

(2,131,964)

Net debt at the end of the year

(409,318)

1. Accounting policies

Principal activities

The principal activity of Oxitec Limited (the “Company”) and subsidiaries (“the Group”, “Oxitec”or “we”) during the year was research and development in biotechnology. Oxitec is a pioneer in controlling insects that spread disease and damage crops. Through world class science we have developed an innovative new solution to controlling harmful insect pests.

Basis of preparation of financial statements

These financial statements have been prepared solely for the purpose of meeting the requirements of U.S. Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X following the acquisition of Oxitec by Intrexon Corporation (“Intrexon”) on 27 August 2015. These financial statements are not the statutory financial statements of the Company or Group. Accordingly, these financial statements do not present information on Oxitec Limited as a separate legal entity. These non-statutory financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (Effective April 2008) and the Companies Act 2006 applicable to small groups (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities) which have been applied consistently (except as otherwise stated).

The financial statements are prepared under the...


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