Babylon Healthcare and Sickcare Overview
Pro Forma Capitalization
Select Babylon Shareholders
Babylon Founder & CEO (1) (3) (High-Vote Shares (4) issued as per footnotes)
Kinnevik Online AB
Vostok New Ventures (VNV) Ltd.
PIF (The Public Investment Fund)
Centene Corp.
Other(5)
Total Rolling Babylon Shareholder Ownership
Alkuri SPAC Public Shareholders
PIPE Investors
Alkuri Sponsor(1)(2)
Total
% Ownership at Close(1)(2)(3)
26.2%
13.1%
8.7%
8.5%
2.1%
25.8%
84.4%
8.3%
5.5%
1.8%
100.0%
Source: Management reporting. Notes:
1) Based on Pro Forma share count of 416.3M which includes 351.5M Babylon rollover equity shares (including the impact of in-the-money options to subscribe for ~15.1M shares, calculated using the Treasury Stock method at $10.00/share), 34.5M Alkuri SPAC shares, 23.0M PIPE
investor shares and 7.331M Alkuri Sponsor shares. Babylon Founder & CEO shares reflect shares held by Dr. Ali Parsadoust and related companies and by the Parsa Family Foundation. Number of Pro Forma shares outstanding does not reflect the impact of the Alkuri SPAC warrants,
the Alkuri Sponsor warrants, the post-closing Equity Incentive Plan, the 1.294M Alkuri Sponsor earnout shares (described in footnote 2 below), nor the 40.0M Babylon earnout awards (described in footnote 3 below). 2) The Pro Forma share count does not include 1.294M Alkuri Sponsor
earnout shares that are subject to the earnout milestones being achieved, except that on a change of control, the Alkuri Sponsor earnout shares will be deemed to have been earned, regardless of whether such milestones have been met. 3) The Pro Forma share count does not include
40.0M Babylon earnout awards. The 38.8M earnout shares issued to Babylon's Founder & CEO will carry no economic rights (i.e. no right to participate on a change of control, accrual but no payment of any declared dividends and no rights on a liquidation, dissolution or winding up and
no ability to transfer for value) until the earnout milestones are achieved but will carry voting rights from the closing of the transaction. These 38.8M earnout shares will be high-vote shares, carrying 15 votes per share. The 1.2M earnout awards for the remainder of Babylon management
will not be issued and outstanding until following the closing of the transaction and will be awarded as equity-linked securities which will allow them to subscribe for low-vote shares, carrying 1 vote per share. 4) High-vote shares carry 15 votes per share versus 1 vote per share for all
other shares in issue at closing. 5) Includes equity ownership of other Babylon shareholders and current and former employees, as well as the impact of in-the-money options to subscribe for ~15.1M shares, calculated using the Treasury Stock method at $10.00/share.
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