If an employee wishes to maximize the likelihood that Arbutus will purchase his or her Shares, the employee may choose to make a Purchase Price Tender. By making a Purchase Price Tender, the employee agrees to sell his or her Shares at the final purchase price determined under the tender offer without specifying a price. Because Shares tendered pursuant to a Purchase Price Tender are deemed to have been tendered at the lowest price in the range for purposes of determining the final purchase price, they are generally more likely to be purchased than Shares tendered at a specified price, which may ultimately be above the final purchase price and therefore not subject to repurchase. If an employee makes a Purchase Price Tender, the employee should understand that the final purchase price could be the minimum price specified in the tender offer, which may be below the market price of the Shares at the time the tender offer expires. On August 21, 2026, the last full trading day prior to the commencement of the tender offer, the reported closing price of Arbutus’s Shares on the Nasdaq Stock Market was US$5.21 per Share, which is above the US$5.00 per Share lower end of the price range for the tender offer. Accordingly, an election to accept the Purchase Price determined in the tender offer may lower the Purchase Price to a price below such closing price.
14) When will an employee know at what price Arbutus will buy back the Shares?
Arbutus expects to announce the preliminary results of the tender offer, including the expected price and preliminary information about any expected proration, on the business day following the expiration of the tender offer. Additionally, Arbutus expects to email all employees who have tendered Shares held on Shareworks with such information at the same time. Arbutus does not expect, however, to announce the final results of any proration or the final purchase price and begin paying for tendered Shares until at least two business days after the tender offer has expired and the results of the tender offer have been finalized.
15) If my Shares are purchased by Arbutus, what happens next?
Payment for Shares tendered and accepted for payment in the tender offer will be made promptly following the expiration of the tender offer, subject to possible delay due to the determination of final proration or other administrative matters. Arbutus will pay for Shares purchased pursuant to the tender offer by depositing the aggregate purchase price for the Shares with the depositary for the tender offer, which will transmit payment to the tendering shareholders. For Shares held at Shareworks, Arbutus expects to notify all employees who have Shares tendered and accepted for payment when such payments have reached their Shareworks accounts. Employees may then withdraw such payments out of their Shareworks accounts if they wish. Employees who hold Shares at TSX Trust Company should contact TSX Trust Company to determine the results of their participation in the tender offer. All other shareholders should contact their broker directly to determine the results of their participation in the tender offer.
If an employee tenders all or part of their Shares held at Shareworks, such employee will be restricted from conducting any transactions from their Shareworks account from 5:00PM ET on September 25, 2026 until the earlier of (a) the date it is determined no Shares were accepted in the tender offer or (b) the date payment for tendered and accepted Shares is made to the employee (the “Blackout Period”). If, due to proration, only part of an employee’s tendered Shares are accepted for payment, the Shares that were not accepted will still be subject to such restrictions during the Blackout Period.
16) How does an employee tender Shares that are not held in a Shareworks account or a TSX Trust Company account?
If an employee holds Shares in an account outside of Shareworks or TSX Trust Company, they will receive in the mail from their broker or financial institution the Offer to Purchase and Bid Circular and instructions on how to participate in the tender offer. If an employee wishes to participate in the tender offer, he or she must follow the instructions contained in the Offer to Purchase and Bid Circular. The employee may call Georgeson LLC, the information agent for the tender offer, toll-free at (877) 816-4522 if he or she has questions.
17) Why was an employee sent multiple versions of the tender offer documents?
Shareworks, TSX Trust Company and any other institution or broker with whom an individual holds Shares are each required to provide a copy of the Offer to Purchase and Bid Circular to shareholders. If an employee is interested in tendering Shares, it is important to read carefully the tender offer documents