NUCANA PLC UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, For the Nine Months Ended September 30, Notes 2018 2017 2018 2017 (in thousands, except per share data) Resear

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General information

( NuCana or the Company ) is a clinical-stage biopharmaceutical company developing a portfolio of new medicines to treat cancer. We are harnessing the power of phosphoramidate chemistry to generate new medicines called

ProTides. These compounds have the potential to improve cancer treatment by enhancing the efficacy and safety of several current standards of care.

On August 29, 2017 the Company re-registered as a public limited company and changed its name from

NuCana BioMed Limited to NuCana plc.

The Company has had American Depositary Shares ( ADSs ) registered with the US Securities

and Exchange Commission ( SEC ) and completed its initial public offering on Nasdaq on October 2, 2017. The Company is incorporated in England and Wales and domiciled in the United Kingdom.

The Company has two wholly owned subsidiaries, NuCana, Inc. and NuCana BioMed Trustee Company Limited (together referred to as the

The comparative figures for the year ended December 31, 2017 are not the Group s statutory accounts for that

financial year within the meaning of section 434 of the Companies Act 2006. Those accounts have been reported on by the Company s auditor and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified,

(ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

2. Significant accounting policies

Basis of preparation

The unaudited condensed consolidated financial statements (the financial statements ) for the three and nine months ended

September 30, 2018 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (IAS 34). The significant accounting policies and methods of computation applied in the preparation of the

financial statements are consistent with those applied in the Company s annual financial statements for the year ended December 31, 2017. No new standards, amendments or interpretations have had an impact on the financial statements for

the nine months ended September 30, 2018.

The financial statements comprise the financial statements of the Company and its

subsidiaries at September 30, 2018. The financial statements are presented in pounds sterling, which is also the Company s functional currency. All values are rounded to the nearest thousand, except where otherwise indicated.

The financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in

conjunction with the Company s annual financial statements as at December 31, 2017.

In common with many companies in the biopharmaceutical sector, the Company incurs significant expenditure in its early years as it researches

and develops its potential products for market.

The Board of Directors, having reviewed the operating budgets and development plans,

considers that the Company has adequate resources to continue in operation for the foreseeable future. The Board of Directors is therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the financial

statements. The Company believes that its cash and cash equivalents of 78.4 million at September 30, 2018, will be sufficient to fund its current operating plan for at least the next 12 months. As the Company continues to incur

losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. The Company may never achieve

profitability, and unless and until it does, it will continue to need to raise additional capital. There can be no assurances, however, that additional funding will be available on acceptable terms.

Judgements and estimates

The accounting estimates and judgements made by management in applying the Group s accounting policies that have the most significant

effect on the amounts included within these financial statements, were the same as those that applied to the annual financial statements for the year ended December 31, 2017.

3. IPO related expenses

IPO related expenses primarily relate to legal, accounting and other advisors fees in relation to the

Company s initial public offering on Nasdaq which completed on October 2, 2017.

The income tax credit recognized primarily represents the U.K. research and development tax credit. In the

U.K. the Company is able to surrender some of its losses for a cash rebate of up to 33.35% of expenditure related to eligible research and development projects.

5. Basic and diluted loss per share

Basic loss per share is calculated by dividing the loss for the period attributable to the

equity holders of the Company by the weighted average number of shares outstanding during the period.

The potential shares issued through

equity settled transactions were considered to be anti-dilutive as they would have decreased the loss per share and were therefore excluded from the calculation of diluted loss per share.

6. Intangible assets

comprise patents with a carrying value of 2.6 million as of September 30, 2018 (as of December 31, 2017: 1.8 million) and computer software with a carrying value of 0.1 million as of September 30, 2018

(as of December 31, 2017: 0.1 million).

During the nine months ended September 30, 2018, the Company acquired intangible

assets with a cost of 0.9 million in relation to patents (nine months ended September 30, 2017: 0.5 million in relation to patents and 0.1 million in relation to computer software).

There were no disposals of intangible assets in the nine months ended September 30, 2018 (nine months ended September 30, 2017:

7. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank with maturities of three months or less and earn interest at

fixed or variable rates based on the terms agreed for each account.

8. Share-based payments

The Company has three share-based payment plans for employees, directors and consultants. The share options granted will be settled in equity.

During the nine months ended September 30, 2018, 253,500 share options were granted under the U.K. share-based payment plans as

detailed in the table below. Options granted under these plans will vest if the option holder remains under respective contract of employment or contract of service for the agreed vesting period. The share options granted under these plans will vest

equally over a period of four years, with the exception of options granted to a consultant, which vested immediately.

options granted were determined using the Black-Scholes model that takes into account factors specific to the share incentive plan. As NuCana plc completed its initial public offering on October 2, 2017, it is not possible to derive historical

volatility from the Company s own share price. The underlying expected volatility was therefore determined by using the historical volatility of similar listed entities as a proxy. The volatility percentage applied to each tranche is the

average of the historical volatility of comparable companies to NuCana plc.

The following weighted average principal assumptions were used in calculating the fair

values of options granted:

For the nine months ended September 30, 2018, the Company has recognized 1.5 million of

share-based payment expense in the statement of operations (nine months ended September 30, 2017: 11.2 million). For the three months ended September 30, 2018, the Company has recognized 0.5 million of share-based

payment expense in the statement of operations (three months ended September 30, 2017: 10.7 million).

9. Share capital and share premium

10. Contingent liabilities

Under the U.K. share-based payment plan, the Company granted unapproved share options that have fully vested. If and when these share options

are exercised, the Company will be liable for the Employer Class 1 National Insurance payable to HMRC in the U.K. This contingent liability will be determined based on the market value of the shares on exercise less the exercise price paid by

the option holders, at the prevailing rate of Employer National Insurance (currently 13.8%). Based on the closing share price of ADSs on the Nasdaq Global Select Market on September 28, 2018, the last trading day of the period to which

these financial statements relate, and assuming full exercise of all outstanding and vested unapproved share options on that date, the Employer National Insurance contingent liability would have been 5.4 million (December 31, 2017: