UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

QUOTIENT LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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March 6, 2023

September 8, 2022

To our shareholders:

I am pleased to invite you to the 2022 Annual Generalextraordinary general meeting of shareholders (the "EGM"), which will also constitute a class meeting of holders of ordinary shares ("Ordinary Shares") in Quotient Limited ("Quotient", the "Company" or "we", "us" and "our") and a class meeting (the "Preference Class Meeting of Shareholders (the "Annual General Meeting" or “Annual Meeting”" and together with the EGM, the "Meetings") of Quotient Limited (“Quotient”,holders of preference shares ("Preference Shares") in the “Company” or "we", "us" and "our")Company to be held on October 31, 2022,April 25, 2023, at 11:00 a.m., local time, GMT, at the Radisson Blu Hotel, Zurich Airport, Rondellstrasse, Zurich Airport, 8058 Zurich, Switzerland.offices of Carey Olsen, 47 Esplanade, St Helier, Jersey JE1 0BD, Channel Islands. Information about the meeting isMeetings are presented on the following pages.

Details regarding admission to the meetingMeetings and the business that will be conducted are described in the accompanying notice of an extraordinary general meeting of the Company (which will also constitute a class meeting of holders of Ordinary Shares) (the "EGM Notice"), notice of class meeting of holders of Preference Shares (the "Preference Class Notice" and together with the EGM Notice, of Annual General Meeting (the "AGM Notice"the "Notices") and Proxy Statement.  

In accordancea proxy statement in connection with the “notice and access” rules and regulations adopted by the Securities and Exchange Commission (the "SEC"Meetings ("Proxy Statement"), instead of mailing a printed, paper copy of our proxy materials to each shareholder who holds shares in street name (the “full set delivery” option), we are furnishing proxy materials to those shareholders over the Internet (the “notice only” option). We believe the “notice only” process expedites shareholders’ receipt of proxy materials and reduces the costs and environmental impact of our Annual General Meeting. We will bear the entire cost of the solicitation.

On or about September 8, 2022,March 6, 2023, we will begin mailing athis notice, (the "Notice of Availability")proxy statement and proxy materials to our shareholders containing instructions on how to access onlinevote. Registered holders of Ordinary Shares and Preference Shares who are registered on our Proxy Statement and our Annual Reportregister of members at the close of business on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on June 28, 2022 (our "Annual Report"),  vote online, and receive paper copies of these documents for shareholders who so select, as well as a link containing instructions on how to vote by telephone. Our Proxy Statement and the Annual Report are also available at https://quotientbd.com/page/investors.

All shareholders who do not receive a Notice of AvailabilityRecord Date will receive a printed, paper copy of our proxy materials by mail. If you received aOwners of Ordinary Shares held "in street name" on the Record Date, will receive either an electronic copy over e-mail or printed, paper copy by mail, of our proxy materials by mail, or you received a Notice of Availability by mail and have opted to receive a paper copy of our proxy materials by mail,materials. To vote your shares, please sign, date and mail the proxy card in the envelope provided. YouFor holders of Ordinary Shares, you may also vote your shares over the Internet or via a toll-freetoll free (in the United States) telephone number contained in the voting instructions or proxy card included with your proxy materials. Instructions regardingWe will bear the methodsentire cost of voting are contained in the Notice of Availability or proxy card.solicitation.

Our Proxy Statement is also available at https://quotientbd.com/page/investors.

Whether or not you plan to attend the meeting, your vote is important and we encourage you to review the proxy materials and vote your shares by proxy as soon as possible prior to the Annual General Meeting,Meetings, using the instructions provided in the proxy materials.

Thank you for your continued support of Quotient.Sincerely,

__________________________

Manuel O. Méndez

Director

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Notice of an extraordinary general meeting of Quotient Limited (the "Company") which will also constitute a class meeting of the holders of Ordinary Shares (the "Notice")
to be held on April 25, 2023 at 11:00 a.m. GMT

DATE: April 25, 2023

TIME: 11:00 a.m. GMT

PLACE: Offices of Carey Olsen, 47 Esplanade, St Helier, Jersey JE1 0BD, Channel Islands

RECORD DATE: the close of business on March 3, 2023

PURPOSE OF MEETING: Passing the following special resolution.

SPECIAL RESOLUTION

Approval of the Merger Implementation Agreement

Record Date

Beneficial owners of Quotient shares held in street name as well as holders of record, are entitled to vote only if they were a shareholder of Quotient at the close of business on March 3, 2023. Holders of Ordinary Shares of Quotient are entitled to one vote for each share held.

Attendance at the Extraordinary General Meeting and Class Meeting of holders of Ordinary Shares

As required by our organizational documents, we intend to hold the Extraordinary General Meeting in person. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to review the proxy materials and vote as soon as possible using the instructions provided in the Notice. If you hold your shares in street name, you may also follow the instructions included in the proxy materials to vote and confirm your attendance by telephone or Internet.

Right to apply to the court

In terms of Article 127FB of the Law, any shareholder of the Company (i.e. a holder of record) has the right to apply to the court on the grounds that the merger would unfairly prejudice the interests of that shareholder.

An application may not be made more than 21 days after the merger has been approved by the shareholders.

If you beneficially own Ordinary Shares for which Cede & Co. is the registered holder (as nominee for The Depository Trust Company) you are not a shareholder / holder of record within the meaning of the Law. In order to make an application to the court pursuant to Article 127FB of the Law it would be necessary for you to cause your Ordinary Shares to be transferred directly to

you. You should contact the broker, bank, trustee or other nominee through which you hold Ordinary Shares in street name who should be able to advise you on process.

Where to Find More Information about the Resolutions and Proxies

Further information regarding the above resolution is set out in the Proxy Statement and other proxy materials, which are available at https://quotientbd.com/page/investors, all information as set out in the Proxy Statement is integral to this Notice and is constituted to form part of this Notice.

You are entitled to appoint one or more proxies to attend the Extraordinary General Meeting and vote on your behalf and your proxy need not also be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

Record shareholder: If your shares are registered directly in your name, please bring proof of such ownership.

Shares held in street name by a broker or a bank: If your shares are held for your account in the name of a broker, bank or other nominee, please bring a current brokerage statement, letter from your stockbroker or other proof of ownership to the meeting together with a proxy issued in your name should you wish to vote in person at the Extraordinary General Meeting.

This Notice of Extraordinary General Meeting and the Proxy Statement are being distributed on or about March 6, 2023.

Notice of 2023 Extraordinary General Meeting, the Proxy Statement and proxy card are available in the “Financials & Filings” section of our website at https://quotientbd.com/page/investors.

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Notice of a Preference Class Meeting of Quotient Limited (the "Company") (the "Notice")

To Be Held on April 25, 2023 immediately following EGM on April 25, 2023

DATE: April 25, 2023

TIME: Immediately following EGM on April 25, 2023

PLACE: Offices of Carey Olsen, 47 Esplanade, St Helier, Jersey JE1 0BD, Channel Islands

RECORD DATE: the close of business on March 3, 2023

PURPOSE OF MEETING: Passing the following special resolution.

SPECIAL RESOLUTION

Approval of the Merger Implementation Agreement

Record Date

Preference shareholders on the Company's register of members are entitled to vote only if they were a preference shareholder of Quotient at the close of business on March 3, 2023. Holders of Preference Shares of Quotient are entitled to one vote for each share held.

Attendance at the Preference Shareholders Meeting

As required by our organizational documents, we intend to hold the Preference Class Meeting in person. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to review the proxy materials and vote as soon as possible using the instructions provided in the Notice.

Right to apply to the court

In terms of Article 127FB of the Law, any shareholder of the Company has the right to apply to the court on the grounds that the merger would unfairly prejudice the interests of that shareholder.

An application may not be made more than 21 days after the merger has been approved by the shareholders.

Where to Find More Information about the Resolutions and Proxies

Further information regarding the above resolution is set out in the Proxy Statement and other proxy materials, which are available at https://quotientbd.com/page/investors, all information as set out in the Proxy Statement is integral to this Notice and is constituted to form part of this Notice.

You are entitled to appoint one or more proxies to attend the Preference Class Meeting and vote on your behalf and your proxy need not also be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

Record shareholder: If your shares are registered directly in your name, please bring proof of such ownership.

This Notice of Preference Class Meeting and the Proxy Statement are being distributed on or about March 6, 2023.

Notice of 2023 Preference Class Meeting, the Proxy Statement and proxy card are available in the “Financials & Filings” section of our website at https://quotientbd.com/page/investors.

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PROXY STATEMENT

FOR

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, CLASS MEETING OF HOLDERS OF ORDINARY SHARES AND PREFERENCE CLASS MEETING OF PREFERENCE SHAREHOLDERS

The Board of Directors (the "Board") of QUOTIENT LIMITED ("Quotient", the "Company", or "we", "us" and "our") is soliciting proxies for use at (i) the Extraordinary General Meeting of Shareholders, which will constitute a class meeting of the holders of Ordinary Shares (the "EGM”) and (ii) a class meeting of the holders of Preference Shares Shareholders (the "Preference Class Meeting" and together with the EGM, the "Meetings") both to be held on April 25, 2023 (and at any adjournment or postponement of the Meetings). A notice of the EGM (the "EGM Notice"), notice of Preference Class Meeting (the "Preference Class Notice" and together with the EGM Notice, the "Notices"), and proxy materials will be distributed to shareholders who hold Ordinary Shares and Preference Shares of Quotient as of March 3, 2023 for the EGM and Preference Class Meeting, on or about March 6, 2023. Quotient Limited is a limited liability no par value company incorporated under the laws of Jersey, Channel Islands.

GENERAL INFORMATION

What am I voting on?

What are the recommendations of the Board?

All shares represented by a properly executed proxy will be voted unless the proxy is revoked and, if a choice is specified, your shares will be voted in accordance with that choice. If no choice is specified but the proxy card is signed, the proxy holders will vote your shares according to the recommendations of the Board, which are included in the discussion of each matter later in this proxy statement. The Board recommends that you vote:

In each case, FOR approval of the Merger Implementation Agreement which contains, among other things, the terms and means of effecting a proposed merger of those parties under Article 18B (Mergers) of the Law be hereby approved for all purposes, including (without limitation) for the purposes of Article 127F(1) of the Law.

Who is entitled to vote?

For beneficial owners of Ordinary Shares held in street name, the record date for the EGM is the close of business on March 3, 2023. For registered shareholders, only registered shareholders whose names are included as current holders of Ordinary Shares or Preference Shares on our register of members at the close of business on March 3, 2023 will be entitled to vote. As of the close of business on March 3, 2023, there were:

How do I vote by proxy in lieu of attending the Meetings?

You may vote by proxy by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity.

Whether you submit your proxy by mail or for holders of Ordinary Shares, also via the Internet or by telephone, your proxy for the EGM must be received by 11:00 a.m. GMT on April 23, 2023 and for the Preference Class Meeting, by 11:30 a.m. GMT on April 23, 2023. For holders of Ordinary Shares, if you submit your proxy by Internet or telephone, you should not separately return your proxy card. Alternatively you may also vote in person at the Meetings or you may be represented by another person at the Meetings by executing a proxy designating that person. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to vote by proxy using one of the other voting methods described above.

If you hold your interest in shares through a stock brokerage account or by a bank or other registered holder, you are considered the beneficial owner of shares held in “street name.” The street name holder will provide you with instructions that you must follow in order to have your shares voted. If you hold your shares in street name and you wish to vote in person at the Meetings, you must obtain a proxy issued in your name from the street name holder. As noted above, whether or not you plan to attend the meeting, your vote is important, and we encourage you to vote by proxy using one of the other voting methods described above.

May I change my mind after submitting a proxy?

If you are a registered shareholder, you may revoke your proxy before it is exercised by:

If you are a beneficial owner of shares held in street name, you may revoke prior and submit new, voting instructions by contacting your brokerage firm, bank or other registered holder.

What are broker non-votes?

A broker non-vote occurs when the broker that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers will not have discretionary authority to vote. It is important that you cast your vote for your shares to be represented.

What is the required vote?

Special Resolutions require a two-third majority of the members who (being entitled to do so) vote in person, or by proxy, at a Meeting in favor of that Resolution. Votes that are withheld, abstentions and broker non-votes are not counted as votes cast. All members are entitled to vote at their respective class meetings.

What will constitute a quorum for each Meeting?

EGM

A quorum will consist of two or more holders of Ordinary Shares present, in person or by proxy, who hold or represent shares between them of not less than 50% of the total Ordinary Shares in issue as of the date of the EGM.

Preference Class Meeting

A quorum will consist of two or more holders of Preference Shares present, in person or by proxy, who hold or represent shares between them of not less than 50% of the total Preference Shares in issue as of the date of the Preference Class Meeting.

How can I attend a Meeting?

As required by our organizational documents, we intend to hold the Meetings in person. Whether or not you plan to attend a meeting, your vote is important, and we encourage you to vote by proxy.

If you plan to attend a Meeting, whether you are a registered shareholder (i.e., a person who owns shares registered directly in his or her name) or a beneficial owners of shares held in street name, you will need proof of ownership to be admitted to a Meeting. For beneficial owners of shares held in street name by a broker, bank or other nominee, a recent brokerage statement or letters from the broker, bank or other nominee are examples of proof of ownership. If your shares are held in street name and you want to vote in person at a Meeting, you must obtain a written proxy from the broker, bank or other nominee holding your shares.

Can I access these proxy materials on the Internet?

This proxy statement is available in the “Financials & Filings” section of our website at https://quotientbd.com/page/investors

Can I get hard copies of the proxy materials?

Registered holders of our Ordinary Shares and Preference Shares as on the Record Date will be sent, by mail, this proxy statement and the related proxy card on or about March 6, 2023. If you hold your shares in street name as on the Record Date, you may request hard copies from your broker or agent, or you may contact our proxy solicitation provider, Okapi Partners LLC at 844-202-6026 (toll free in the USA) or +1 (212) 297 0720, to obtain hard copies of the proxy materials.

Who pays for this proxy solicitation and how much did it cost?

We will pay the cost for soliciting proxies for the Meetings. Quotient will distribute proxy materials and follow-up reminders by mail and electronic means. We have engaged Okapi Partners LLC (“Okapi”) at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036 to assist with the solicitation of proxies. We will pay Okapi a fee of $9,000, plus reasonable out-of-pocket expenses. Certain Quotient employees, officers, and directors may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services.

We will reimburse brokers, banks, and other nominees for their expenses in forwarding proxy materials to beneficial owners.

Where can I find voting results for the Meetings?

The voting results will be published in a current report on Form 8-K, which will be filed with the SEC no later than four business days after the Meetings.

PROPOSAL TO AUTHORIZE THE COMPANY ACTING BY ITS BOARD OF DIRECTORS TO EFFECT A PROPOSED MERGER BETWEEN THE COMPANY AND QUOTIENT HOLDINGS MERGER COMPANY LIMITED UNDER ARTICLE 18B (MERGERS) OF THE COMPANIES (JERSEY) LAW 1991

General

We are seeking shareholder approval to approve the terms of the Merger Implementation Agreement which contains, among other things, the terms and means of effecting a proposed merger ("Merger") of those parties under Article 18B (Mergers) of the Companies (Jersey) Law 1991 (the "Law").

The primary reason we are seeking shareholder approval of the Merger Implementation Agreement and the subsequent implementation of the Merger is to give effect to a comprehensive restructuring of the Company’s capital structure consistent with the terms and conditions of the Transaction Support Agreement entered into between (1) the Company and (2) the beneficial holders, or investment advisors or managers for the account of beneficial holders of: (i) senior secured notes issued under that certain indenture, dated as of October 14, 2016 (amended and restated, supplemented, or otherwise modified from time to time, the “Senior Secured Notes Indenture”), by and among the Company (as Issuer), the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and (ii) convertible notes issued under that certain indenture, dated as of May 26, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Convertible Notes Indenture” and together with the Senior Secured Notes Indenture, the “Indentures”), by and among the Company (as Issuer), the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee, initially dated December 5, 2022 and amended and restated as of January 9, 2023 (the "TSA"). The effect of which would provide funding to the Company and restructure the debt obligations of the Company.

The Board unanimously approved the TSA and therefore the Merger, on 6 December 2022.

The Board believes that the benefits to the Company outweigh the risks and recommends that you vote in favor of granting the Board the discretionary authority to effect the Merger.

Summary of the Merger

The merging bodies are the Company and Quotient Holdings Merger Company Limited, a company incorporated under the laws of Jersey with registered number 147409 and having its registered office at PO Box 536, 13-14 Esplanade, St Helier, Jersey, JE4 5UR ("MergerCo"). Upon the terms and conditions set out in the Merger Implementation Agreement, the Company will merge with MergerCo, the effect of which would result in the Company being the surviving company and MergerCo ceasing to be incorporated as a separate company.

It is further proposed that Manuel O. Méndez and Bradley Meyer will remain the directors of Quotient Limited following the Merger and that James Gaudin of Jersey (Channel Islands), be appointed as a director of Quotient Limited with effect from completion of the Merger.

Accompanying Documents

In accordance with Article 127F of the Law, this Proxy Statement is accompanied by the following:

A statement of the material interests in the Merger of the directors of the Company and MergerCo is set out below under the paragraph heading ‘Material Interests under Article 127F(2)(a)(v) of the Law’.

Reasons for the Merger

The Board believes that effecting the Merger is a necessary step to implement the restructuring as contemplated by the TSA, which would result in providing funding to the Company and help the Company to alleviate its debt obligations under the Indentures.

Effects of the Merger

If our shareholders approve the proposed Merger and the Board effects the implementation steps memo as set out in the TSA (the "implementation steps memo"), the effect of the Merger in accordance with the implementation steps memo will result in each shareholder of the Company (other than Quotient Holdings Finance Company Limited), whose name appears on the register of members of the Company, receiving a payment consideration of $0.01 for each share held (save for MergerCo whose Ordinary Shares and Preference Shares in Quotient Limited will be cancelled for no consideration) and each share subsequently cancelled in order to relieve the shareholders of the Company from any potential liability in the Company's winding up.

Procedure for Effecting the Merger

If the Merger is approved by our shareholders, the Board, in its sole discretion, would effect the Merger, taking into consideration the factors discussed above, and determine the procedure of effecting the Merger with the guidance of Jersey lawyers.

Material Interests under Article 127F(2)(a)(v) of the Law

The Company

Manuel O. Méndez and Bradley Meyer are directors of Quotient Holdings Merger Company Ltd.

Manuel O. Méndez is a shareholder of Quotient Ltd.

MergerCo

Manuel O. Méndez and Bradley Meyer are directors of Quotient Ltd.

James Gaudin does not have any material interest in the Merger.

Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” the authorization for the Company ACTING BY ITS BOARD OF DIRECTORSTO EFFECT THE MERGER BETWEEN THE COMPANY AND QUOTIENT HOLDINGS MERGER COMPANY LIMITED UNDER ARTICLE 18B (MERGERS) OF THE COMPANIES (JERSEY) LAW 1991

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Accompanying Document: Merger Implementation Agreement

CONTENTS

Clause

1.DEFINITIONS AND INTERPRETATION

2.THE MERGER

3.CONDITIONS PRECEDENT TO CLOSING OF MERGER

4.UNDERTAKINGS

5.CONDUCT OF QUOTIENT BUSINESS

6.CONSIDERATION

7.ADMINISTRATIVE MATTERS RELATING TO THE MERGED COMPANY

8.WARRANTIES

9.TERMINATION

10.CONFIDENTIALITY

11.MISCELLANEOUS

12.GOVERNING LAW AND JURISDICTION

Schedule 1 - Indicative Merger Completion Timeline

Schedule 2 - MergerCo Resolutions

Schedule 3 - Notices of Quotient EGMs

Schedule 4 -

Part A - Quotient Warranties

Part B - MergerCo Warranties

SIGNATORIES

THIS AGREEMENT is dated [ ] 2023

PARTIES

BACKGROUND

(A) Quotient and MergerCo propose toundertake the Merger (as defined below).

(B) Upon the terms and conditions set forth in this Agreement, the Parties wish to effect the Merger so that Quotient continues as the survivor company for the purposes of the Law.

(C) The board of directors of Quotient and MergerCo have each determined that the Merger is in the best interests of Quotient and MergerCo and approved the Merger upon the terms and subject to the conditions set forth in this Agreement.

(D) FinanceCo is party to this Agreement for the purpose of providing the covenants at Clause 6.

Now, therefore, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

AGREED TERMS

In this Agreement, unless the context otherwise:

Application Date: means the date stated in the Indicative Merger Completion Timeline as the date for completion at Step 13.

BusinessDay: meansany day on which commercial banks are normally open for full banking business in Jersey.

CashConsiderationAmount: meansthe sum of US$0.01 payable to each Quotient Shareholder in accordance with Clause 6.

ClosingDate: meansthe date on which Closing occurs.

Closing: meanscompletion of the Merger in accordance with Article 127FM(2)(b) of the Law.

Conditions: meansthe conditions precedent to Closing as set out in Clause 3.1 and each individually is a Condition.

Court: meansthe Royal Court of Jersey.

Creditors: means, in respect of Quotient or MergerCo, all its actual, contingent and prospective creditors to whom notice of the proposed Merger must be sent in accordance with Article 127FC(1) of the Law.

GovernmentAuthority: meansany local, domestic, foreign or multinational court, arbitral tribunal, mediator, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority including, without limitation, a taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any law.

Greensill Claims: means all claims and legal remedies, regardless of nature, arising out of, in connection with or otherwise related to all shares of capital stock or other equity interests of Credit Suisse Virtuoso SICAV-SIF owned by or issued to Quotient.

Indicative Merger Completion Timeline: meansthe indicative timeline for the completion of the Merger agreed by the Parties and set out at Schedule 1.

JFSC: meansthe Jersey Financial Services Commission.

Law: meansthe Companies (Jersey) Law 1991, as amended.

Merger Consideration: means the consideration to be provided by FinanceCo as detailed in Clause 6.

Merger: meansthe merger under Part 18B of the Law of Quotient and MergerCo to be implemented on the terms and subject to the conditions set out in this Agreement (with or subject to any modification thereof or addition thereto, or condition approved or imposed by the Court, and in each case agreed to in writing by Quotient and MergerCo) further to which Quotient will continue as the survivor body.

MergerCo Directors: means the directors of MergerCo at the relevant time.

MergerCo Resolutions: the written resolutions, in the form at Schedule 2, to be passed by FinanceCo as the sole member of MergerCo to:

MergerCo Shares: means the entire issued share capital of MergerCo from time to time and at the date of this Agreement being the 4,435,118 shares of USD0.01 each issued to FinanceCo.

Notices ofQuotient EGMs: means the notice of the Quotient EGM and the notice of the Quotient Preference Class Meeting in the form set out at Schedule 3.

Party: means a party hereto and “Parties” means more than one or all of them, and a reference to Party shall include any permitted assignee or successor to such party in accordance with the terms of this Agreement.

PostingDate: means the date of publication of the Quotient Shareholder Circular.

Quotient Directors: means the directors of Quotient at the relevant time.

Quotient EGMs: meansthe Quotient OrdinaryEGM and the Quotient Preference Class Meeting.

Quotient Group: means Quotient and its subsidiaries from time to time.

Quotient Resolutions: means the resolutions, as set out in the Notices of Quotient EGMs, to be proposed at the Quotient EGMs to:

a) approve the terms of this Agreement;

b) approve the implementation of the Merger pursuant to the terms and subject to the conditions contained herein; and

c) authorise the Quotient Directors to take all such action as they may consider necessary or appropriate for giving full effect to the Merger.

Quotient Ordinary EGM: meansthe extraordinary general meeting of the holders of Quotient Ordinary Shares (and any adjournment thereof) to be convened by the Notice of Quotient Extraordinary General Meeting to consider and if so determined pass the Merger Resolutions.

Quotient Ordinary Shares: means the ordinary shares of no par value in Quotient in issue from time to time.

Quotient Preference Class Meeting: means the extraordinary general meeting of the holders of Quotient Preference Shares (and any adjournment thereof) to be convened by the Notice of Merger Extraordinary General Meeting to consider and if so determined pass the Merger Resolutions.

Quotient Preference Shares: means the preference shares of no par value in Quotient in issue from time to time.

Quotient ShareholderCircular: means the circular to be issued by Quotient to the Quotient Shareholders incorporating, inter alia, the Notices of Quotient EGMs to approve the Quotient Resolutions.

Quotient Shareholders: means the members of Quotient whose names appear on the Register at the relevant time.

Quotient Shares: means the Quotient Ordinary Shares and Quotient Preference Shares.

Register: means the register of members of Quotient.

Registrar ofCompanies: means the registrar of companies in Jersey.

Retained Debt: means the US1,000,000.00 payable by Quotient to FinanceCo under, or in respect of, certain senior secured notes issued by Quotient pursuant to an indenture, dated 14 October 2016 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time) by and among the Issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee.

Surviving Directors: means the persons who will be directors of Quotient with effect from Closing as set out at Clause 7.

Surviving Shares: means any Quotient Shares in issue immediately prior to Closing which are registered in the name of FinanceCo.

Tax: means all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local government or municipal impositions, duties, contributions and levies, whether levelled by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise.

In this Agreement:

(a) except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting a gender include every gender and references to persons include bodies corporate and unincorporate.

(b) references to “Background”, “Clauses”, “Annexes” and “Schedules” are, unless the context otherwise requires, references to recitals and clauses hereof and to annexes and schedules hereto.

(c) the Background and Schedules form part of this Agreement and shall have the same force and effect as if they were expressly set out in the body of this Agreement and any reference to this Agreement shall include the Background and Schedules.

(d) any reference to this Agreement or to any agreement or document referred to in this Agreement shall be construed as a reference to such agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time.

(e) any reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as the same may have been, or may be, amended, varied, modified, extended, consolidated, supplemented, re-enacted or replaced and shall be deemed also to refer to any statutory instrument, regulation or order made thereunder.

(f) the word “may” shall be construed as being permissive and the word “shall” shall be construed as being mandatory.

(g) headings and the table of contents are inserted for convenience only and shall not affect the construction of this Agreement.

(h) any reference to a time of day is to Jersey time, unless otherwise specified in this Agreement.

(i) in construing this Agreement the so called “ejusdem generis” rule does not apply and, accordingly, the interpretation of general words is not restricted by (i) being preceded by words indicating a particular class of acts, matters or things, or (ii) being followed by particular examples.

(j) the words “subsidiary” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Law.

(a) Quotient and MergerCo shall merge and continue as one merged body, with Quotient being the survivor company and MergerCo ceasing to be incorporated as a separate company;

(b) all MergerCo Shares in issue immediately prior to Closing shall be cancelled;

(c) all Quotient Shares in issue immediately prior to Closing, other than the Surviving Shares, shall be cancelled;

(d) all property and rights to which MergerCo and Quotient were entitled immediately before Closing shall become the property and rights of Quotient in accordance with Article 127FN of the Law; and

(e) Quotient shall become subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which each of MergerCo and Quotient were subject immediately before Closing and all actions and other legal proceedings which, immediately before Closing, were pending by or against MergerCo and/or Quotient, shall be continued by or against Quotient.

(a) Quotient having given notice to all of its Creditors (if any) in accordance with Article 127FC(1) of the Law and having published the contents of such notice in accordance with Article 127FC(5) of the Law, and each applicable date as set out in Article 127FJ(3)(c) of the Law having passed;

(b) MergerCo having given notice to all of its Creditors (if any) in accordance with Article 127FC(1) of the Law and having published the contents of such notice in accordance with Article 127FC(5) of the Law, and each applicable date as set out in Article 127FJ(3)(c) of the Law having passed;

(c) all resolutions in connection with or required to approve and implement the Merger as set out in the Notices of Quotient EGMs and the MergerCo Resolutions and the Law having been duly passed by Quotient and MergerCo;

(d) the date as set out in Article 127FJ(3)(a) of the Law having passed (if applicable);

(e) the delivery to the Registrar of Companies of all documents required in accordance with Article 127FJ of the Law for the purposes of effecting the Merger; and

(f) there being no outstanding judgment, injunction, order or decree of a competent Government Authority which shall prohibit or frustrate the undertaking of the Merger.

(a) it shall procure that each Quotient Director shall:

(i) sign the certificates required under Article 127E(5) of the Law prior to the Posting Date; and

(ii) sign the certificates required under Article 127FJ(4)(d) of the Law no later than 10 Business Days prior to the Application Date;

(b) it will procure that the Quotient Directors make reasonable enquiries to identify all its Creditors;

(c) it will send written notice of the proposed Merger to each of its Creditors (if any) at the time required by the Indicative Merger Completion Timeline and in the manner required under Article 127FC(1) of the Law;

(d) it will, within the time limit set out in Article 127FC(6) of the Law, and at the time required by the Indicative Merger Completion Timeline, publish the contents of the notice sent to its Creditors pursuant to 4.3(c) above at least once in a newspaper circulating in Jersey, even if no Quotient Creditors are identified;

(e) it will use all reasonable endeavours to ensure that the Survivor Directors shall sign the certificates required under Article 127E(6) of the Law;

(f) it will administer and minute the proceedings at the Quotient EGMs in accordance with the Law and its articles of association and it will notify MergerCo of the outcome of such meetings and provide with executed copies of such minutes as soon as possible thereafter;

(g) it will use all reasonable endeavours to ensure that:

(i) the Registrar of Companies in Jersey shall enter the details specified in Article 127FM(3) of the Law in the register in respect of MergerCo; and

(ii) the Registrar of Companies in Jersey shall enter the details specified in Article 127FM(4) of the Law in the register in respect of Quotient.

(a) it shall procure that each MergerCo Director shall:

(i) sign the certificates required under Article 127E(5) of the Law prior to the Posting Date; and

(ii) sign the certificates required under Article 127FJ(4)(d) of the Law no later than 10 Business Days prior to the Application Date;

(b) it will procure that MergerCo Directors make reasonable enquiries to identify all of its Creditors;

(c) it will send written notice of the proposed Merger to each of its Creditors (if any) at the time required by the Indicative Merger Completion Timeline and in the manner required under Article 127FC(1) of the Law;

(d) it will, within the time limit set out in Article 127FC(6) of the Law, and in line with the Indicative Merger Completion Timeline publish the contents of the notice to be given under (c) above at least once in a newspaper circulating in Jersey, even if no MergerCo Creditors are identified;

(e) it will use all reasonable endeavours to ensure that the Survivor Directors shall sign the certificates required under Article 127E(6) of the Law;

(f) it will provide Quotient with an executed copy of MergerCo Resolutions as soon as possible after they have been signed and dated; and

(g) it will use all reasonable endeavours to ensure that:

(i) the Registrar of Companies in Jersey shall enter the details specified in Article 127FM(3) of the Law in the register in respect of MergerCo; and

(ii) the Registrar of Companies in Jersey shall enter the details specified in Article 127FM(4) of the Law in the register in respect of Quotient.

(a) to use all reasonable endeavours to procure the final resolution of all and any objections arising out of or in connection with Article 127FB, Article 127FE and/or Article 143 of the Law and/or customary law as quickly as possible; and

(b) in relation to clause 5.2(a)above, and without prejudice to its generality, to seek to resolve any application to the Court using wherever reasonably practicable any or all legal and/or procedural rights, remedies, mechanisms or devices, whether interlocutory or final, as may be available under the law of Jersey, the Royal Court Rules 2004 and/or any Practice Direction to expedite final resolution or abridge time as far as possible including but not limited to seeking to have any such application heard as a cause de brièveté.

(a) FinanceCo shall promptly following Closing pay, or procure the payment of, the Cash Consideration Amount to each Quotient Shareholder whose name is on the Register at Closing other than MergerCo (for the avoidance of doubt whose Quotient Shares shall be cancelled in accordance with clause 2.1(c) above without any repayment of capital) or FinanceCo, in each case by means of a cheque sent to such Quotient Shareholder at the address shown on the Register at Closing;

(b) with effect from and conditional upon Closing, FinanceCo hereby irrevocably releases and discharges Quotient from any and all claims, demands, duties, obligations and liabilities it may have to the FinanceCo in respect of the Retained Debt; and

(c) FinanceCo hereby undertakes that:

(i) it shall hold harmless and not bring any actions, proceedings or claims against any relevant Quotient Shareholder where the action, proceeding or claim in any way relates to or concerns the Greensill Claims; and

(ii) to the fullest extent permitted by law, releases each Quotient Shareholder from any liability to Quotient for any loss or damage suffered or costs incurred arising, directly or indirectly, out of or in connection with the Greensill Claims, however such loss or damage is caused,

save where such Quotient Shareholder has acted fraudulently, dishonestly, negligently or with wilful misconduct.

7.1. The Parties agree that James Harman Gaudin of 13-14 Esplanade, St. Helier, Jersey JE1 1BD shall become a director at Closing.

7.2. The Parties agree that, at Closing:

(a) the directors of Quotient shall therefore be:

(i) James Harman Gaudin of 13-14 Esplanade, St. Helier, Jersey JE1 1BD;

(ii) Manuel Mendez of Quotient Suisse SA, Business Park Terre Bonne, Route de Crassier 13, 1262 Eysins, Switzerland; and

(iii) Bradley Meyer of Ducera Partners, 11 Times Square, 36th Floor, New York, NY, USA.

(b) the secretary of Quotient shall remain JTC (Jersey) Limited of 28 Esplanade, St Helier, Jersey JE4 2QP.

(c) the registered office of Quotient shall remain at 28 Esplanade, St. Helier, Jersey, JE2 3QA.

(d) the date to which the first accounts of Quotient as surviving body shall be produced following the Closing Date shall remain as 31 March 2024.

(e) the registered number of Quotient shall remain as 109886.

7.3. No changes shall be made to the memorandum of association of Quotient or the Articles pursuant to the Merger and, save as set out in this Agreement, no other arrangements are necessary to provide for the continued management of Quotient following Closing.

With the exception of the Quotient Shareholder Circulars, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement or the Merger shall be made or issued by or on behalf of any Party or any member of Quotient’s Group after the date hereof without the prior written approval of the relevant other Party. This shall not affect any announcement, communication or circular (other than the Quotient Shareholder Circular) required by law or any governmental or regulatory body, court order or the rules of any relevant stock exchange, but then only to the extent so required and the Party with an obligation to make an announcement or communication or issue a circular shall consult with the other Parties insofar as is reasonably practicable before complying with such an obligation.

10.2. Confidentiality

(a) Subject to clause 10.2(b) each Party shall treat as strictly confidential and shall not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) that relates to:

(i) the provisions of this Agreement or any ancillary agreement; or

(ii) the other Party.

(b) Notwithstanding clause 10.2(a), a Party may disclose or use information if and to the extent:

(i) it is expressly permitted or provided for in this Agreement;

(ii) required by applicable law of any relevant jurisdiction or for the purposes of any legal proceedings;

(iii) required by any securities exchange or regulatory or Government Authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law;

(iv) that the disclosure is made to the professional advisers, and auditors on a need to know basis and provided they have a duty (whether contractual or otherwise) to keep such information confidential;

(v) that the information has come into the public domain through no fault of that Party; or

(vi) that the other Party has given prior written consent to the disclosure,

provided that any information disclosed pursuant to clause 10.2(b)(ii) or 10.2(b)(iii) shall be disclosed (where reasonably practicable and not otherwise prohibited by applicable law or regulation) only after notice has been given to the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise agreeing to the content and timing of such disclosure.

A person who is not a Party to this Agreement has no right to enforce any term of, or enjoy any benefit under, this Agreement and the rights of Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person who is not a Party to this Agreement save that a relevant Quotient Shareholder may enforce and enjoy the benefit of Clause 6.1(c).

(a) All notices with respect to this Agreement shall be delivered by hand or sent by first class post to the address of the addressee as set out in this Agreement or to such other address as the addressee may from time to time have notified for the purpose of this clause.

(b) Such notices shall be deemed to have been received:

(i) if sent by prepaid post, two Business Days after posting;

(ii) if delivered by hand, on the day of delivery; and

(iii) if sent by electronic means (including for the avoidance of doubt by email), on the day the notice was sent.

Each of the provisions of this Agreement are severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the laws of any jurisdiction, it shall have no effect in that respect and the Parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

Any amendment of this Agreement (or of any other) shall be valid, effective and binding upon all Parties hereto (including any that have not explicitly agreed to it) if it is in writing and duly executed by or on behalf of all of the Parties to it.

(a) No Party may assign, hold on trust, transfer, sub-contract, delegate, charge or otherwise deal with all or any part of its rights or obligations under this Agreement without the prior written consent of the other Parties.

(b) The maximum liability of any Party for breach of this Agreement shall be limited to the liability that would have arisen in the absence of any assignment properly made in accordance with the terms of clause 11.5.

(c) Any purported assignment, declaration of trust, transfer, sub-contracting, delegation, charging or dealing in contravention of this clause 11.5 shall be ineffective.

Each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement, but this Clause 11.6 shall not prejudice any Party’s right to seek to recover costs in any litigation or other dispute resolution procedure arising in connection with this Agreement.

(a) This Agreement contains the whole Agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to matters dealt with in this Agreement.

(b) Each Party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty or undertaking not expressly incorporated into it.

(c) Each Party agrees and acknowledges that its only right and remedy in relation to any warranty made or given in clause 1 shall be for breach of the terms of this Agreement and each of the Parties waives all other rights and remedies (including those in tort or arising under statute) in relation to any such representation, warranty or undertaking.

(d) Nothing in this clause 11.7excludes or limits liability for fraud.

This Agreement may be executed in any number of counterparts and by each Party on a separate counterpart each of which counterparts when so executed and delivered shall be an original but all such counterparts shall together constitute one and the same instrument.

The signatures of the parties to this Agreement are situated after the Schedules to this Agreement.

IN WITNESS WHEREOF the Parties have duly executed this Agreement on the date stated at the beginning of it.

SCHEDULE 1

Indicative Merger Completion Timeline

QUOTIENT MERGER

INDICATIVE TIMELINE

This is a high-level indicative timeline for the merger between Quotient Limited (Quotient) and Quotient Holdings Merger Company Limited (MergerCo) (Merger) which is dependent on:

In the indicative timeline:

- “N” refers to the date that the notices and materials for the extraordinary general meeting of the holders of ordinary shares in Quotient (EGM) and the extraordinary general meeting of the holders of preference shares in Quotient (Pref Class Meeting) to approve the Merger are posted to shareholders;

- “D” refers to the date of the EGM and the Pref Class Meeting;

- "P" refers to the date that the notice to creditors is published in the Jersey Gazette; and

- “F” refers to the date which the Merger is completed following its registration by the JFSC.

Key dates are measured against these dates (e.g. 'D +10 days' is 10 days after the EGM).

SCHEDULE 2

MergerCo Resolutions (Without Annexures)

The undersigned, being the sole member of the Company who, at the date when the following resolutions (Resolutions) are deemed passed, would be entitled to vote on such Resolutions if the same were proposed at a general meeting of the Company, pursuant to Article 95 of the Companies (Jersey) Law 1991, as amended (Law) and the articles of association of the Company (Articles) HEREBY RESOLVE that the Resolution 1 be and are hereby approved as special resolutions of the Company and Resolutions 2 to 8 be and are hereby approved as ordinary resolutions such Resolutions being deemed to be passed when this instrument is signed:

Special Resolution

Ordinary Resolution

These Resolutions shall be deemed to be effective as from the date they are signed and shall be forwarded to the secretary of the Company for filing with the minutes of the meetings of the members of the Company and any other written resolution of the members of the Company.

SCHEDULE 3.

Notices of Quotient EGMs

Notice of Annualan extraordinary general meeting of Quotient Limited (the "Company") which will also constitute a class meeting of the holders of Ordinary Shares (the "Notice")
to be held on April 25, 2023 at 11:00 a.m. GMT

DATE: April 25, 2023

TIME: 11:00 a.m. GMT

PLACE: Offices of Carey Olsen, 47 Esplanade, St Helier, Jersey JE1 0BD, Channel Islands

RECORD DATE: the close of business on March 3, 2023

PURPOSE OF MEETING: Passing the following special resolution.

SPECIAL RESOLUTION

Approval of the Merger Implementation Agreement

Record Date

Beneficial owners of Quotient shares held in street name as well as holders of record, are entitled to vote only if they were a shareholder of Quotient at the close of business on March 3, 2023. Holders of Ordinary Shares of Quotient are entitled to one vote for each share held.

Attendance at the Extraordinary General Meeting and Class Meeting of Shareholdersholders of Ordinary Shares

As required by our organizational documents, we intend to hold the Extraordinary General Meeting in person. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to review the proxy materials and vote as soon as possible using the instructions provided in the Notice. If you hold your shares in street name, you may also follow the instructions included in the proxy materials to vote and confirm your attendance by telephone or Internet.

Right to apply to the court

In terms of Article 127FB of the Law, any shareholder of the Company (i.e. a holder of record) has the right to apply to the court on the grounds that the merger would unfairly prejudice the interests of that shareholder.

An application may not be made more than 21 days after the merger has been approved by the shareholders.

If you beneficially own Ordinary Shares for which Cede & Co. is the registered holder (as nominee for The Depository Trust Company) you are not a shareholder / holder of record within the meaning of the Law. In order to make an application to the court pursuant to Article 127FB of the Law it would be necessary for you to cause your Ordinary Shares to be transferred directly to you. You should contact the broker, bank, trustee or other nominee though which you hold Ordinary Shares in street name who should be able to advise you on process.

Where to Find More Information about the Resolutions and Proxies

Further information regarding the above resolution is set out in the Proxy Statement and other proxy materials, which are available at https://quotientbd.com/page/investors, all information as set out in the Proxy Statement is integral to this Notice and is constituted to form part of this Notice

You are entitled to appoint one or more proxies to attend the Extraordinary General Meeting and vote on your behalf and your proxy need not also be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

Record shareholder: If your shares are registered directly in your name, please bring proof of such ownership.

Shares held in street name by a broker or a bank: If your shares are held for your account in the name of a broker, bank or other nominee, please bring a current brokerage statement, letter from your stockbroker or other proof of ownership to the meeting together with a proxy issued in your name should you wish to vote in person at the Extraordinary General Meeting.

This Notice of Extraordinary General Meeting and the Proxy Statement are being distributed on or about March 6, 2023.

Notice of 2023 Extraordinary General Meeting, the Proxy Statement and proxy card are available in the “Financials & Filings” section of our website at https://quotientbd.com/page/investors.

Notice of a Preference Class Meeting of Quotient Limited (the "Company") (the "Notice")

To Be Held on October 31, 2022 at the Radisson Blu Hotel, Zurich Airport, Rondellstrasse, Zurich Airport, 8058 Zurich, SwitzerlandApril 25, 2023 immediately following EGM on April 25, 2023

DATE: October 31, 2022April 25, 2023

TIME: 11:00 a.m., local timeImmediately following EGM on April 25, 2023

PLACE: The Radisson Blu Hotel, Zurich Airport, Rondellstrasse, Zurich Airport, 8058 Zurich, SwitzerlandOffices of Carey Olsen, 47 Esplanade, St Helier, Jersey JE1 0BD, Channel Islands

RECORD DATE: the close of business on August 31, 2022 (for beneficial owners of ordinary shares held in street name)March 3, 2023

PURPOSE OF MEETING: PresentingPassing the Company’s accountsfollowing special resolution.

SPECIAL RESOLUTION

Approval of the Merger Implementation Agreement

Record Date

Preference shareholders on the Company's register of members are entitled to vote only if they were a preference shareholder of Quotient at the Annual Generalclose of business on March 3, 2023. Holders of Preference Shares of Quotient are entitled to one vote for each share held.

Attendance at the Preference Shareholders Meeting passing

As required by our organizational documents, we intend to hold the following ordinaryPreference Class Meeting in person. Whether or not you plan to attend the meeting, your vote is important, and special resolutionswe encourage you to review the proxy materials and transacting such other businessvote as may properly come beforesoon as possible using the Annual General Meeting:instructions provided in the Notice.

ORDINARY RESOLUTIONS

ElectionRight to apply to the court

In terms of directors

1) THAT Manuel O. Méndez be elected as a directorArticle 127FB of the Company.

2) THAT Thomas Aebischer be elected as a directorLaw, any shareholder of the Company.Company has the right to apply to the court on the grounds that the merger would unfairly prejudice the interests of that shareholder.

3) THAT Sophie Bechu

An application may not be electedmade more than 21 days after the merger has been approved by the shareholders.

Where to Find More Information about the Resolutions and Proxies

Further information regarding the above resolution is set out in the Proxy Statement and other proxy materials, which are available at https://quotientbd.com/page/investors, all information as set out in the Proxy Statement is integral to this Notice and is constituted to form part of this Notice.

You are entitled to appoint one or more proxies to attend the Preference Class Meeting and vote on your behalf and your proxy need not also be a directorshareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

4) THAT Isabelle BuckleRecord shareholder: If your shares are registered directly in your name, please bring proof of such ownership.

This Notice of Preference Class Meeting and the Proxy Statement are being distributed on or about March 6, 2023.

Notice of 2023 Preference Class Meeting, the Proxy Statement and proxy card are available in the “Financials & Filings” section of our website at https://quotientbd.com/page/investors.

SCHEDULE 4

Part A - Quotient Warranties

5) THAT Frederick HallsworthPart B - MergerCo Warranties

SIGNATORIES

Increase in shares available for issuance and removal of the "evergreen" provision under the 2014 Equity Plan

11) THAT the fourth amended and restated 2014 Stock Incentive Plan (the "Fourth Amended and Restated 2014 Plan") be approved, which amends the Third Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") to (a) increase the number of ordinary shares authorized for issuance by 10’000’000 shares, and (b) remove the "evergreen" provision pursuant to which the aggregate number of shares authorized for issuance automatically increases each year.

Table of Contents

Auditors

12) THAT Ernst & Young LLP be re-appointedAccompanying Document: Constitutional Documents of Quotient Ltd.

Company no. 109886

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

of

QUOTIENT LIMITED

Incorporating amendments passed by special resolution on October 31, 2022

Company no. 109886

COMPANIES (JERSEY) LAW 1991

A NO PAR VALUE PUBLIC LIMITED COMPANY

MEMORANDUM OF ASSOCIATION

OF

QUOTIENT LIMITED

(Adopted by written special resolution passed on 3rd April 2014)

Words and expressions contained in this Memorandum of Association have the same meanings as in the auditorsCompanies (Jersey) Law 1991, as amended.

Company no. 109886

COMPANIES (JERSEY) LAW 1991

A NO PAR VALUE PUBLIC LIMITED COMPANY

ARTICLES OF ASSOCIATION

of

QUOTIENT LIMITED

(Adopted by a special resolution passed on 3rd April, 2014)

CONTENTS

1.PRELIMINARY 1

2.INTERPRETATION 1

3.SHAREs 7

4.RIGHTS ATTACHED TO SHARES 7

5.UNISSUED SHARES 7

6.REDEMPTION AND PURCHASE OF SHARES 8

7.COMMISSIONS AND BROKERAGE 8

8.TRUSTS NOT RECOGNISED 9

9.RENUNCIATION OF ALLOTMENT 9

10.VARIATION OF RIGHTS 9

11.ALTERATION OF SHARE CAPITAL 10

12.SHARE CERTIFICATES AND TITLE TO SHARES 11

13.CALLS ON SHARES 12

14.FORFEITURE AND LIEN 14

15.TRANSFER OF SHARES 16

16.UNCERTIFICATED SHARES 18

17.TRANSMISSION OF SHARES 21

18.UNTRACED SHAREHOLDERS 22

19.GENERAL MEETINGS 23

20.NOTICE OF GENERAL MEETINGS 23

21.PROCEEDINGS AT GENERAL MEETINGS 25

22.VOTING 27

23.VOTES OF MEMBERS 29

24.PROXIES AND CORPORATE REPRESENTATIVES 30

25.DTC SYSTEM VOTING ARRANGEMENTS 33

26.DIRECTORS 35

27.APPOINTMENT AND RETIREMENT OF DIRECTORS 36

28.ALTERNATE DIRECTORS 39

29.PROCEEDINGS OF DIRECTORS 40

30.DIRECTORS' INTERESTS AND CONFLICTS OF INTEREST 42

31.DIRECTORS' FEES 44

32.DIRECTORS' EXPENSES 45

33.BORROWING POWERS 45

34.GENERAL POWERS OF DIRECTORS 45

35.ASSOCIATE DIRECTORS 47

36.SECRETARY 48

37.THE SEAL 48

38.AUTHENTICATION OF DOCUMENTS 48

39.DIVIDENDS 49

40.RESERVES 52

41.CAPITALISATION OF RESERVES 52

42.RECORD DATES 55

43.REGISTER 55

44.MINUTES AND BOOKS 56

45.ACCOUNTS 56

46.AUDITORS 57

47.COMMUNICATIONS 57

48.WINDING UP 63

49.INDEMNITY AND INSURANCE 64

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

QUOTIENT LIMITED

(Adopted by a special resolution passed on 3rdApril, 2014)

This document comprises the articles of association of the Company. The regulations constituting the Standard Table in the Companies (Standard Table) (Jersey) Order 1992 shall not apply to the Company.

"address" includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

"these Articles" means these articles of association as amended or replaced from time to time;

"Auditors" means the auditors for the time being of the Company acting by itsor, in the case of joint auditors, any one of them;

"bankrupt" has the meaning given to it in the Interpretation (Jersey) Law 1954;

"Board" means the board of directors shall havefor the power to undertake a reverse stock split (consolidation) of all (but not some only)time being of the Company or the Directors present or deemed to be present at a duly convened meeting of the Directors at which a quorum is present, as the context requires;

"certificatedshare" means a share which is not an uncertificated share and references in these Articles to a share being held in "certificated form" shall be construed accordingly;

"cleardays" means, in relation to the giving of a notice, the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

"CompaniesLaws" means the Law, the Uncertificated Securities Order, the Electronic Communications Law and all statutes adopted in Jersey (including any orders, regulations or other subordinate legislation made under such statutes) from time to time in force concerning companies in so far as they apply to the Company;

"communication" includes an electronic communication;

"Director" means a director for the time being of the Company;

"dividend" includes a bonus issue;

"DTC" means the Depositary Trust Company or any successor corporation;

"DTC Depositary" means Cede & Co. and/or any other custodian, depositary or nominee of DTC which holds Ordinary Shares under arrangements that facilitate the holding and trading of beneficial interests in such Ordinary Shares in the DTC System;

"DTC Proxy" means, in relation to any Ordinary Shares held by the DTC Depositary, any person who is, for the purposes of any general meeting or resolution, appointed a proxy (whether by way of instrument of proxy, power of attorney, mandate or otherwise) by:

(a) the DTC Depositary; or

(b) a proxy, attorney or other agent appointed by any other person whose authority is ultimately derived (whether directly or indirectly) from the DTC Depositary;

"DTC System" means the electronic system operated by DTC by which title to securities or interests in securities may be evidenced and transferred in dematerialised form;

"electronic communication" has the meaning given in the Electronic Communications Law;

"Electronic Communications Law" means the Electronic Communications (Jersey) Law 2000;

"electronic signature" has the meaning given in article 1(1) of the Electronic Communications Law;

"Group" means the Company and its subsidiaries from time to time;

"holder" means, in relation to any shares, the member whose name is entered in the Register as the holder of those shares;

"Jersey" means the island of Jersey;

"Law" means the Companies (Jersey) Law 1991;

"member" means a member of the Company;

"Memorandum of Association" means the document of the same name of the Company, as amended or replaced from time to time;

"month" means calendar month;

"NASDAQ" means the NASDAQ Global Market;

"NASDAQRules" means the rules of NASDAQ;

"Office" means the registered office for the time being of the Company;

"Operator" has the meaning given to "authorised operator" in the Uncertificated Securities Order;

"Operator-instruction" means a properly authenticated de-materialised instruction attributable to the Operator;

"ordinary resolution" means a resolution of the Company in general meeting passed by a simple majority of the votes cast at that meeting;

"Ordinary Shares" means ordinary shares in the capital of the Company;

"paid up" means paid up or credited as paid up;

"participating security" has the meaning given to it in the Uncertificated Securities Order;

"Register" means the register of members of the Company (and, unless the context requires otherwise, includes any overseas branch register) to be kept and maintained in accordance with these Articles and the Companies Laws;

"relevant system" means a computer based system and its related facilities and procedures that is provided by an Operator and by means of which title to units of a security can be evidenced and transferred, in accordance with the Uncertificated Securities Order, without a written instrument;

"Seal" means any common or official seal that the Company has and is permitted to have under the Companies Laws;

"special resolution" means a special resolution as defined in Article 90 of the Law;

"Transfer Office" means:

(a) in relation to the Register, the location in Jersey where the Register is kept and maintained; and

(b) where the Company keeps an overseas branch register in respect of any country, territory or place outside of Jersey, the location in that country, territory or place where that overseas branch register is kept and maintained;

"Uncertificated Securities Order" means the Companies (Uncertificated Securities) (Jersey) Order 1999 and any provisions of or under the Companies Laws which supplement or replace such order;

"uncertificated share" means a share title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in "uncertificated form" shall be construed accordingly;

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland (and includes England, Scotland and Wales, whether or not for the time being forming part of the United Kingdom of Great Britain and Northern Ireland);

"USA" means the United States of America and its territories and possessions, including the District of Columbia; and

"year" means calendar year.

and references to "electronic means" have a corresponding meaning;

The authorised share capital of the Company is as specified in the Memorandum of Association of the Company. No share issued by the Company shall have a nominal value.

Without prejudice to any rights for the time being attached to any existing shares or class of shares and subject to the provisions of the Company Laws, any share may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, return of capital, transfer, voting, conversion or otherwise, as the Board may determine or otherwise as the Company may from time to time by special resolution determine.

The Company may exercise all powers of paying commissions and brokerage conferred or permitted by the Companies Laws. Subject to the provisions of the Companies Laws, any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods.

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (save as otherwise provided by these Articles or by law) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

15.10. Subject to Article 15.11, all instruments of transfer which are registered may be retained by the Company; and subject to the Companies Laws, the Company shall be entitled to destroy:

15.10.1.all instruments of transfer which have been registered at any time after the expiration of ten years from the date of registration thereof;

15.10.2. all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof;

15.10.3. all share certificates which have been cancelled at any time after the expiration of one year from the date of cancellation thereof;

15.10.4. all appointments of proxy which have been used for the purposes of a poll, at any time after the expiration of one year from the date of such use, and all appointments of proxy which have not been used for the purposes of a poll, at any time after one month from the end of the meeting to which the appointments of proxy relates and at which no poll was demanded; and

15.10.5. any other document on the basis of which any entry in the Register is made at any time after the expiry of 10 years from the date an entry in the Register was first made in respect of it,

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company.

15.11. Article 15.10 applies only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant and nothing in Article 15.10 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of Article 15.10.

15.12 References in Articles 15.10 and 15.11 to the destruction of any document include references to the disposal thereof in any manner.

15.13 No fee will be charged by the Company in respect of the registration of any instrument of transfer, probate, letters of administration, certificate of marriage or death, stop notice, power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or

A proxy appointment which is not delivered or received in accordance with this Article shall be invalid. The Board may decide (in its absolute discretion), either generally or in any particular case, to treat a proxy appointment as valid, notwithstanding that the proxy appointment or any document or evidence has not been received in accordance with the requirements of these Articles.

The decision of the chairman of the meeting or the Board (as applicable), which may include declining to recognise a particular appointment as valid, will, if made in good faith, be final and binding on all persons interested.

In addition, certain

in each case in accordance with the requirements of the last annualCompanies Laws. If any such declaration under this Article proves to be, or becomes, inaccurate or incomplete, a further declaration must be made thereunder.

Without prejudice to Articles 26.3,26.4and 30.2, the Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time to time determine. Any fees payable pursuant to this Article shall be distinct from any salary, remuneration or other

amounts payable to a Director pursuant to any other provisions of these Articles and shall accrue from day to day. For the purpose of this Article, the terms "sum" and "fees" include the issue of shares in the capital of the Company and/or the grant of options, warrants or other rights in or over such shares.

Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.

The Board may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

The Board may at any time and from time to time appoint any person (other than a Director) to any office or employment with the Company having a designation or title which includes the word "director" or attach to any existing office or employment with the Company such a designation or title and may at any time terminate any such appointment or the use of such designation or title. The inclusion of the word "director" in the designation or title of the office or employment of any person shall not imply that such person is, or is deemed to be, or is empowered in any respect to act as, a director of the Company for any of the purposes of the Companies Laws or these Articles. Subject as aforesaid, the powers and duties of any such person shall be determined by the Board.

The Board may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Board, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Board may from time to time designate the reserves or any part thereof for such purposes or in such manner as they think fit. The Board may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Board shall comply with the provisions of the Companies Laws.

Notwithstanding any other provision of these Articles, the Company or the Board may fix any date as the record date for any dividend, distribution, offer, allotment or issue and such record date may be on or any time before or after any date on which the dividend, distribution, offer, allotment or issue is declared, paid or made.