X0306 4 2017-10-16 0 0001447028 Arbutus Biopharma Corp ABUS 0001290166 QVT Associates GP LLC 1177 AVENUE OF THE AMERICAS NEW YORK NY 10036 1 0 1 1 See remarks 0001543904 QVT Fund V LP 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 1 0 1 1 See remarks Series A Participating Convertible Preferred Shares 7.13 2017-10-16 4 P 0 500000 100.00 A 2021-10-16 Common shares, no par value 9808386 500000 I See footnote Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. The Preferred Shares are directly beneficially owned by Roivant. QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of QVT Fund V LP (collectively, "QVT") may be deemed to have beneficial ownership over the 500,000 Preferred Shares held by Roivant because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares directly held by Roivant by virtue of the governance arrangements in Roivant's bye-laws, namely the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors. (continued from footnote 2) The filing of this statement shall not be deemed an admission that QVT or Dr. Keith Manchester is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of QVT and Dr. Manchester expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. QVT may be deemed to be a director by virtue of the fact that Dr. Manchester, on behalf of Roivant, currently serves on the board of directors of the Issuer. Dr. Manchester also holds 91,915 stock options awarded to him, which he holds for the benefit of certain funds under management of QVT Financial LP. /s/ Tracy Fu 2017-10-17