THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, please seek your own financial advice from your stockbroker, solicitor, accountant or other appropri

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken,

please seek your own financial advice from your stockbroker, solicitor, accountant or other appropriately authorised independent financial adviser.

If you have recently sold or transferred all of your shares in Autolus Therapeutics plc, you should forward this document and any accompanying documents to

your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holdings, you should retain these documents.

The registered office of Autolus Therapeutics plc is The MediaWorks, 191 Wood Lane, London W12 7FP, United Kingdom. Autolus Therapeutics plc is incorporated

and registered in England and Wales under the Companies Act 2006, with company number 11185179. Autolus Therapeutics plc s website is www.autolus.com and telephone number is +44 20 3829 6230.

Autolus Therapeutics plc

Notice of Annual General

WestWorks, White City Place, London W12 7FQ.

Tuesday, 28 June 2022, commencing at 8:00 a.m. (British Summer Time).

Autolus Therapeutics plc ( Autolus or the Company ) has ordinary shares, which are capable of being held in certificated

form or dematerialised and held in CREST, and may also be represented by American Depositary Shares ( ADSs ), with each ADS representing one ordinary share.

Your votes matter. You are strongly encouraged to vote your shares by appointing the chair of the 2022 annual general meeting ( AGM ) as your

proxy. You may also attend the AGM in person.

For more information:

The Company s AGM will be held at The

Studio, WestWorks, White City Place, London W12 7FQ on 28 June 2022. The AGM will commence at 8:00 a.m. (British Summer Time). If you receive your notifications by email, you will be asked to show a copy, either on an electronic device or as a

print out. Please bring your admission card, if you have one and be prepared to provide evidence of your shareholding and/or identity.

attending on behalf of a registered holder of shares you must bring photographic proof of identity and evidence of your appointment to represent that shareholder, including their admission card if possible. This includes people appointed as proxies,

corporate representatives and those with power of attorney. Please refer to the notes on pages 12 14.

If you are bringing a guest, please let us

How to order paper copies

order a paper copy of this notice or any other company report at www.autolus.com.

Copies will also be available at the AGM.

2022 Annual General Meeting of Autolus

On behalf of the Company s board of directors (each, a Director and together, the Board )

and senior management, I look forward to welcoming you to the Company s 2022 Annual General Meeting at The Studio, WestWorks, White City Place, London W12 7FQ, on 28 June 2022. The AGM will start at 8:00 a.m. British Summer Time.

At the AGM, we will be discussing our performance during the fiscal year ending on 31 December 2021, and our strategy. Full details of the fiscal year in

review are set out in the 2021 Autolus Annual Report and Accounts (the 2021 Annual Report and Accounts ), which can be found at www.autolus.com.

The business we will discuss at the

AGM is made up of resolutions that we regularly bring to shareholders. For a more robust update on the Company s business, and full details of the fiscal period in review, you should consult the Company s 2021 Annual Report and Accounts,

including and the associated reports of the Directors and auditors, and also the Company s 2021 Annual Report on Form 20-F, which can be found at www.autolus.com.

The formal notice of AGM is set out on

pages 4 6 of this notice and an explanation of each of the resolutions to be considered at the AGM may be found on pages 7 11 of this notice. Your Directors consider that all of the resolutions that are being proposed to the AGM are in

the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its shareholders as a whole.

Accordingly, your Directors unanimously recommend that you vote in favour of the resolutions as each of the Directors with personal holdings of shares in the

Company intends to do in respect of their own beneficial holdings of shares.

Your votes do matter. Information about how to vote at the AGM is given on

pages 12 14 of this notice. If you cannot attend the AGM, please vote your shares by appointing a proxy.

Thank you for your ongoing support of

Non-Executive Chairman

Notice of 2022 Annual General Meeting

Notice is hereby given that the 2022 Annual General Meeting of Autolus Therapeutics plc will be held at The Studio, WestWorks, White City Place, London W12

7FQ on 28 June 2022 commencing at 8:00 a.m. (British Summer Time), for the transaction of the following business.

This notice is being sent to you

because, as of Friday, 27 May 2022 (being the latest practicable date before publication of this notice), you are registered as a holder of ordinary shares in the register of members of the Company. However, this notice will also be made

available to holders of ADSs and contains information relevant to holders of ADSs.

Resolutions 1 8 to be considered at the AGM will be proposed as

ordinary resolutions. That means that for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 9 to be considered at the AGM will be proposed as a special resolution. That means that

for this resolution to be passed, more than 75% of the votes cast must be in favour of the resolution. The Board considers that all resolutions to be considered at the AGM are in the best interests of the Company and its shareholders and are most

likely to promote the success of the Company for the benefit of its shareholders as a whole and recommends that you vote in favour of such resolutions.

You can order a paper copy of this notice or any other company report at www.autolus.com.

Ordinary resolutions

To receive and adopt the

Company s accounts for the financial year ended 31 December 2021 and the associated reports of the Directors and auditors (the 2021 Annual Report and Accounts ). See the notes on page 7.

Directors remuneration report

To approve the Directors remuneration report (excluding the Directors remuneration policy set out on pages 23 to 36 (inclusive) of the

Directors remuneration report), which is set out on pages 20 to 45 (inclusive) of the 2021 Annual Report and Accounts. See the notes on page 7.

Directors remuneration policy

To approve the Directors remuneration policy set out on pages 23 to 36 (inclusive) within the Directors remuneration report contained in

the 2021 Annual Report and Accounts, which will take effect immediately after the end of the AGM. See the notes on page 7.

Re-appointment of auditors and determination of auditors remuneration

To re-appoint Ernst & Young LLP as auditors of the Company to hold office from the conclusion of the AGM until

the conclusion of the AGM of the Company to be held in 2023 and to authorise the Directors to determine the auditors remuneration. See the notes on pages 7 - 8.

To re-elect Dr. J Anderson as a Director. See the

notes on page 8 and the biography of Dr. J Anderson on pages 8 - 9.

Notice of 2022 Annual General Meeting (cont d)

Director re-election

To re-elect Dr. J Backstrom as a Director. See the notes on page 8 and the biography of Dr. J Backstrom on

Director re-election

To re-elect Dr. M Murphy as a Director. See the notes on

page 8 and the biography of Dr. M Murphy on page 9.

Authority to allot shares

To authorise the Board,

generally and unconditionally for the purpose of section 551 of the

Companies Act 2006 (the Companies Act ) to allot shares in the

Company or to grant rights to subscribe for or to convert any security into shares in the Company ( Rights ) up to a maximum aggregate nominal amount of $8,400. This authority shall expire (unless previously renewed, varied or

revoked) on 27 June 2027, but the Company may at any time before the expiration of this authority make an offer or agreement which would or might require shares to be allotted, or Rights to be granted, pursuant to this authority after its

expiration, and the Board may allot shares or grant Rights in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired. The authority granted by this resolution shall replace all existing authorities to

allot any shares of the Company and to grant Rights previously granted pursuant to section 551 of the Companies Act, but without prejudice to any allotment of shares or grant of Rights already made or agreed or offered to be made pursuant to such

authorities. See the notes on pages 9 - 10.

Disapplication of pre-emption rights

Subject to the passing of Resolution 8, to empower the Board generally pursuant to section 570(1)

and section 573 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the general authority conferred on them by Resolution 8 as if section 561(1) of the Companies Act did not apply to

that allotment. This power:

(a) shall be limited to the allotment of equity securities up to a maximum aggregate nominal amount of $8,400;

(b) expires (unless previously renewed, varied or revoked) on 27 June 2027, but the Company may at any time before the expiration of

this authority make an offer or agreement which would or might require equity securities to be allotted after that expiry and the Board may allot equity securities pursuant to any of those offers or agreements as if this power had not expired; and

(c) applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act as

if in the first paragraph of this resolution the words pursuant to the general authority conferred on them by Resolution 8 were omitted.

the purposes of this resolution, references to the allotment of equity securities shall be interpreted in accordance with section 560 of the Companies Act.

This resolution replaces all unexercised powers previously granted to the Board to allot equity securities as if section 561 of the Companies Act did not

apply, but shall be without prejudice to any allotment of equity securities already made or agreed or agreed to be made pursuant to such authorities. See the notes on pages 10 - 11.

Notice of 2022 Annual General Meeting (cont d)

The results of the polls taken on the resolutions at the AGM and any other information required by the

Companies Act will be made available on the Company s website (www.autolus.com/investor-relations/news-and-events/agm) as soon as reasonably practicable following the AGM and for the required period thereafter.

BY ORDER OF THE BOARD

The registered office of Autolus Therapeutics plc is The MediaWorks, 191 Wood Lane, London W12 7FP, United Kingdom. Autolus Therapeutics plc is incorporated

and registered in England and Wales under the Companies Act, with company number 11185179. Autolus Therapeutics plc s website is www.autolus.com and telephone number is +44 20 3829 6230.

Notes to Resolutions