EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
Quotient Limited (the Company) has registered an aggregate of 4,720,205 ordinary shares for issuance under the Quotient Limited
2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016, further amended and restated on October 31, 2018, and further amended and restated on October 29, 2020 (such plan, as amended and
restated on October 31, 2018, the Second Amended and Restated 2014 Plan, and, as further amended and restated on October 29, 2020, the Third Amended and Restated 2014 Plan), pursuant to Registration Statements on Form S-8 (Nos. 333-195507, 333-214483, 333-218462,
333-225553, 333-228330, 333-232016 and 333-239432) filed with the Securities and Exchange
Commission (the SEC) on April 25, 2014, November 7, 2016, June 2, 2017, June 11, 2018, November 9, 2018, June 7, 2019 and June 25, 2020, respectively (the Prior Registration Statements).
On October 29, 2020, at the annual general shareholders meeting of the Company, the shareholders of the Company approved the
adoption of the Third Amended and Restated 2014 Plan, which reflected amendments to the Second Amended and Restated 2014 Plan to increase by 750,000 both the number of ordinary shares authorized for issuance and the maximum number of ordinary shares
that may be issued upon the exercise of incentive stock options.
The Company is filing this Registration Statement on Form S-8 to register 750,000 additional ordinary shares reserved for issuance under the Third Amended and Restated 2014 Plan. Pursuant to General Instruction E of
Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, amended or superseded by the information set
forth herein.