EXPLANATORY NOTE
This registration statement on Form S-8 is being filed by Quotient Limited (the
Registrant) for the purpose of (A) registering 769,585 ordinary shares of no par value of the Registrant (the Ordinary Shares) that were automatically added to the number of shares authorized for issuance
under the Quotient Limited 2014 Stock Incentive Plan, as amended and restated through the date hereof (the Amended and Restated 2014 Plan) pursuant to the evergreen provision contained therein, and (B) registering
Ordinary Shares that may be issued upon the vesting of the following awards to a newly hired individual: up to (i) 112,780 performance-based restricted share units (the PSUs) that will vest on the third anniversary of the grant
date up to a maximum of 150% of the target fair market value of the PSUs, based on the level of achievement of specific performance criteria; (ii) 67,668 restricted share units (the RSUs) that will vest pro rata in three annual
installments beginning on the first anniversary of the grant date; and (iii) 45,112 share options that will vest pro rata in three annual installments beginning on the first anniversary of the grant date (the Options and, together
with the PSUs and the RSUs, the Awards).
The Awards were issued outside of the Registrants Amended and Restated
2014 Plan, were approved by the Registrants board of directors (the Board) and the remuneration committee of the Board and issued pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement
that is material to an employees entering into employment with the Registrant.
Pursuant to General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the following registration statements relating to the Amended and Restated 2014 Plan, in each case except to the extent
supplemented, amended or superseded by the information set forth herein: Registration Statements on Form S-8 (Nos. 333-195507,
333-214483, 333-218462, 333-225553, 333-228330,
333-232016, 333-239432, 333-249947 and 333-256901) 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, June 25, 2020, November
6, 2020 and June 8, 2021, respectively.