Dechra Pharmaceuticals PLC — AGM Information 2019

Jun 30, 2019

ANNUAL GENERAL MEETING 2019 CHAIRMAN'S LETTER AND NOTICE OF ANNUAL GENERAL MEETING

Registered in England and Wales, No. 3369634

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if you are not, from another appropriately authorised independent financial adviser.

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If you have sold or otherwise transferred all of your ordinary shares in Dechra Pharmaceuticals PLC, you should send this document together with the accompanying Proxy Form, to the purchaser or transferee or to the stockbroker or other agent through or by whom the sale or transfer was effected, for transmission to the purchaser or transferee.

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Dechra Pharmaceuticals PLC 24 Cheshire Avenue Cheshire Business Park Lostock Gralam Northwich CW9 7UA

6 September 2019

Dear Shareholder

I am writing to explain in detail the matters to be dealt with at this year's Annual General Meeting (Meeting) to be held at the Company's offices at 6 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, CW9 7UA at 1.00 pm on 18 October 2019. The formal notice of the Meeting, which is set out on pages 5 to 7 of this document (Notice), sets out the business to be considered at the Meeting. The purpose of this letter is to provide you with further details about those items of business.

If you have requested a hard copy of the Annual Report and Accounts, it should be enclosed with this Notice and the Proxy Form for the Meeting. If you receive your Annual Report and Accounts electronically or did not return the Shareholder Communication Response sent to you in August 2017, please accept this letter as notification that the Annual Report and Accounts and associated documents have now been published on the Investor Relations section of our website (www.dechra.com).

This year, shareholders will be asked to approve eighteen resolutions. Resolutions 1 to 13 are proposed as ordinary resolutions requiring the approval of a simple majority of the votes cast at the Meeting. Resolutions 14 to 18 are proposed as special resolutions requiring the approval of 75% of the votes cast at the Meeting.

The Annual Report and Accounts (Resolution 1)

Shareholders will be asked to receive the Company's accounts, Strategic Report, Directors' Report and Auditor's Report for the year ended 30 June 2019.

Directors' Remuneration Report (Resolution 2)

The Company is required to seek shareholders' approval of the Directors' Remuneration Report (which describes how the Company's Directors' Remuneration Policy has been implemented during the previous financial year) and this report can be found on pages 93 to 105 of the Annual Report and Accounts. The vote is advisory in nature; the Directors' entitlements to remuneration are not conditional upon this Resolution being passed. The Directors' Remuneration Report comprises the Letter from the Remuneration Committee Chairman and the Directors' Report on Remuneration. The Directors' Remuneration Policy was approved by shareholders at the 2017 Annual General Meeting for a period of up to three years and is, therefore, not being put to shareholders for approval this year. The full Directors' Remuneration Policy can be found on the Corporate Governance section of our website.

Final Dividend (Resolution 3)

A final dividend of 22.10 pence per ordinary share is recommended by the Directors. Subject to approval at the Meeting, the dividend will be paid on 15 November 2019 to shareholders who are on the Register of Members at the close on business on 25 October 2019. The shares will become ex-dividend on 24 October 2019. An interim dividend of 9.50 pence per ordinary share was paid on 8 April 2019.

Election of Director (Resolution 4)

Lisa Bright was appointed as a Non-Executive Director of the Company on 1 February 2019 and therefore, in line with the Company's Articles of Association, she will offer herself for election by the shareholders at the Meeting. The Board is satisfied that Lisa Bright is independent in accordance with the UK Corporate Governance Code 2016 (the Code). The Nomination Committee has considered Lisa's commitments and has concluded that she has sufficient time to devote to the role. Her biographical details can be found on page 75 of the Annual Report and Accounts.

Re-election of Directors (Resolutions 5 to 10)

Notwithstanding the Company's articles of association which require just one-third of the Directors to retire by rotation at each annual general meeting, in compliance with the Code all Directors shall stand for annual re-election. All of the Directors have indicated their willingness to offer themselves for re-election. The Board, having considered the mix of skills, knowledge and experience of the Directors, confirms that each Director continues to perform his or her duties effectively, showing integrity and high ethical standards whilst maintaining sound, independent judgement in respect of all decisions taken at both Board and, where applicable, Committee level to ensure the Company's long term sustainable success.

Biographical details for each of the Directors are located on pages 72 and 75 of the Annual Report and Accounts. The review process of the existing Directors and the Company's assessment of independence are described on pages 79, 80 and 92 of the Annual Report and Accounts.

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Re-appointment of Auditor and Auditor's Remuneration (Resolutions 11 and 12)

The Company is required to appoint an external auditor at each Annual General Meeting at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting.

Resolution 11, on the Audit Committee's recommendation (the Audit Committee having evaluated the effectiveness and independence of the external auditor), proposes the re-appointment of the Company's existing external auditor, PricewaterhouseCoopers LLP, from the conclusion of the Meeting until the conclusion of the next Annual General Meeting at which the accounts are presented.

Resolution 12 is a separate resolution which gives authority to the Audit Committee to determine the external auditor's remuneration.

Authority to Allot Equity Securities (Resolution 13)

The Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

Resolution 13 renews a similar authority given at last year's Annual General Meeting held on 19 October 2018 and is in two parts.

Allotment of Shares

Part one of Resolution 13 will give the Directors authority to allot shares or to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £342,172 as reduced by the aggregate nominal amount of any shares allotted or rights granted under part two of Resolution 13 in excess of £342,172. This amount (before any reduction) represents approximately one third of the issued ordinary share capital of the Company as at 5 September 2019, being the last practicable date before the publication of this document.

Rights Issue

In line with guidance issued by the Investment Association, if passed, part two of Resolution 13 will authorise the Directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) in connection with a rights issue only up to a nominal amount of £684,344 (as reduced by the nominal amount of any shares allotted or rights granted under part one of Resolution 13). This amount (before any reduction) represents approximately two thirds of the issued ordinary share capital of the Company as at 5 September 2019, being the last practicable date before the publication of this document.

If given, these authorities will expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 15 months from the passing of the Resolution. It is the Directors' intention to renew the allotment authorities each year.

The Directors have no current intention to exercise either of the authorities sought under Resolution 13, except under paragraph 13.1 to satisfy options under the Company's share option schemes if appropriate and to ensure that the Company has maximum flexibility in managing the Group's resources. The Board would use this authority only if satisfied at the time that it is appropriate to do to respond to market developments or to take advantage of business opportunities as they arise. The terms of this Resolution are in accordance with the latest institutional guidance (Share Capital Management Guidelines) issued by the Investment Association. If the Directors do exercise this authority, the Directors intend to follow best practice as regards to its use.

As at the date of this Notice, no treasury shares are held by the Company.

Disapplication of Pre-emption Rights (Resolutions 14 and 15)

Resolutions 14 and 15 will be proposed as Special Resolutions which, if passed, will enable the Directors to allot shares for cash or sell treasury shares for cash up to a maximum aggregate nominal amount of £102,651 without first having to offer them to existing shareholders in proportion to their existing holdings.

Resolution 14 will empower the Directors to allot shares or sell treasury shares for cash up to an aggregate nominal amount of

• (i) £684,344 in connection with a rights issue; or
• (ii) £342,172 in connection with an open offer or other pre-emptive offer,

in each case to ordinary shareholders and to holders of other equity securities (if required by the rights of those securities or the Directors otherwise consider necessary), but (in accordance with normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary; and

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(iii) in any other case, up to an aggregate nominal amount of £51,325 (which represents approximately five per cent of the issued ordinary share capital of the Company as at 5 September 2019, being the last practicable date before the publication of this document).

Resolution 15 increases the Directors' powers under Resolution 14 to allot shares or sell treasury shares for cash (on a non-preemptive basis) up to a further aggregate nominal amount of £51,325, such that the combined powers under Resolutions 14 and 15 would be £102,651 (which represents approximately ten per cent of the issued ordinary share capital of the Company as at 5 September 2019, being the last practicable date before the publication of this document). The power under Resolution 15 would only be used for the purposes of financing (or refinancing, if such refinancing occurs within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights.

There are no present plans to exercise these powers and, in accordance with the guidelines issued by the Pre-Emption Group, the Directors do not expect to allot shares for cash (or sell treasury shares) on a non-pre-emptive basis pursuant to the authorities in Resolutions 14 and 15: (i) in excess of an amount equal to 5% of the issued share capital of the Company; or (ii) in excess of an amount equal to 7.5% of the issued share capital of the Company within a rolling three-year period, without prior consultation with the Company's shareholders, in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

If given, the powers in Resolutions 14 and 15 will expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 15 months from the passing of these Resolutions. It is the Directors' intention to renew these powers each year.

Authority to Purchase Ordinary Shares (Resolution 16)

Resolution 16 will be proposed as a Special Resolution for the renewal of the Company's authority to purchase its own shares in the market during the period until the next Annual General Meeting of the Company for up to 10,265,160 shares, representing approximately 10% of the issued ordinary share capital of the Company as at 5 September 2019, being the last practicable date before the publication of this document.

The Directors have no current intention of exercising this authority to purchase the Company's ordinary shares, but consider the authority desirable to provide maximum flexibility in the management of the Company's capital base. The Company will only exercise this authority to make such a purchase in the market if the Directors consider it is in the best interests of the shareholders generally to do so and that to do so would result in an increase in earnings per share.

The Company is permitted to hold shares it has purchased in treasury, as an alternative to cancelling them. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy options exercised under any of the Company's share schemes. Whilst held in treasury, the shares are not entitled to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The Directors believe it is appropriate for the Company to have the option to hold its own shares in treasury if, at a future date, the Directors exercise this authority in order to provide the Company with additional flexibility in the management of its capital base. The Directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury. As at 5 September 2019 (being the latest practicable date prior to publication of this notice), no shares were held in treasury.

On 5 September 2019 (being the last practicable date prior to the publication of this notice) there were options over ordinary shares in the capital of the Company representing 0.82% of the Company's issued ordinary share capital as at that date. If the authority to purchase the Company's ordinary shares was exercised in full and those shares were subsequently cancelled, these options would represent 0.91% of the Company's issued and voting ordinary share capital.

If given, this authority will expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 15 months after the passing of the Resolution. It is the Directors' intention to renew this authority each year.

Notice Period for General Meetings (Resolution 17)

Resolution 17 will be proposed as a Special Resolution and would allow the Company to hold general meetings (other than Annual General Meetings) on 14 clear days' notice. Annual General Meetings must always be called with at least 21 clear days' notice but other general meetings of the Company may be called on less notice if shareholders agree to a shorter notice period. The shareholders of the Company approved a resolution to call general meetings (other than Annual General Meetings) on 14 clear days' notice at last year's Annual General Meeting. Resolution 17 seeks approval to renew this right until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

The shorter notice period would not be used as a matter of routine for such meetings, but only where flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole and the matter to be considered is time sensitive. The Company meets the requirement under the Companies Act 2006 that a means of electronic voting must be provided to all shareholders if a general meeting is to be called on less than 21 clear days' notice.

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Adoption of New Articles of Association (Resolution 18)

As part of the Board's annual review of the Company's constitution, policies and guidelines, it has identified two areas in the Company's current articles of association (Current Articles) which it wants to update and clarify. Resolution 18 seeks shareholder approval to the adoption of new articles of association (New Articles) to reflect these changes and which, if passed, will become effective at the conclusion of the Meeting. The changes, in summary, are:

(a) Non-Executive Directors' fees

Under the Current Articles the Company may pay fees to the Non-Executive Directors up to £300,000 in aggregate each year, increased annually by the same percentage increase in the General Index of Retail Prices. The Company is currently very close to reaching this limit. Consequently, in order to provide the Board with maximum flexibility and headroom for possible market increases, whilst avoiding the need to undertake the requisite calculation to compound RPI increase every year, it is proposed to increase this amount to a flat cap of £750,000. The Board does not, however, have any plans to materially increase the base fees for the Non-Executive Directors. Any increases in the fees would be in line with the latest Remuneration Policy which was approved by shareholders at the 2017 Annual General Meeting, whilst the proposed increases for the 2020 financial year can be found on page 104 of the Annual Report and Accounts.

(b) Hybrid General Meetings

Advances in technology are changing the way in which shareholders, and conversely companies, can and indeed want to communicate with one another. The New Articles give the Directors power to convene a general meeting as a hybrid meeting. This means that members of the Company would be able to attend, speak and vote at the meeting by attending in a physical meeting or through the use of an electronic facility or facilities. In line with current best practice, a physical meeting would always still be available such that there are no purely electronic meetings. Should the Board decide to convene a hybrid meeting, currently there is no intention to do so, details of the facilities for the electronic meeting would be clearly set out in the notice to that meeting.

The New Articles showing all of the proposed changes to the Current Articles will be available for inspection, as noted on page 11 of this Notice under note 19.

Recommendation

The Directors believe that all of the Resolutions to be considered at the Meeting are in the best interests of the Company and its shareholders as a whole. They unanimously recommend that you vote in favour of all of the proposed Resolutions. The Directors will be voting in favour of all of the proposed Resolutions in respect of their own shareholdings in the Company.

Action to be taken

Whether or not you are able to attend the Meeting, please complete and return the enclosed Proxy Form so as to reach the Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 1.00 pm on 16 October 2019 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). The Company also offers all shareholders the right to lodge their proxy vote electronically and details of how to do this can be found in the notes to the Notice and on the front of the enclosed Proxy Form. Completion and lodging of the Proxy Form will not prevent you from attending and voting in person at the Meeting if you so wish.

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Yours sincerely

Tony Rice

Non-Executive Chairman

DECHRA PHARMACEUTICALS PLC (THE COMPANY)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2019 Annual General Meeting of the Company will be held at 6 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, CW9 7UA at 1.00 pm on 18 October 2019 for the following purposes:

Ordinary Business

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions.

• 1. To receive the accounts of the Company for the year ended 30 June 2019, together with the Strategic Report, Directors' Report and the Auditor's Report (the Annual Report).
• 1. To approve the Directors' Remuneration Report for the year ended 30 June 2019.
• 1. To declare a final dividend for the year ended 30 June 2019 of 22.10 pence per ordinary share in the capital of the Company, to be paid on 15 November 2019 to members whose names appear on the Register of Members of the Company as at the close of business on 25 October 2019.
• 1. To elect Lisa Bright as a Director of the Company.
• 1. To re-elect William Anthony Rice as a Director of the Company.
• 1. To re-elect Ian Page as a Director of the Company.
• 1. To re-elect Anthony Griffin as a Director of the Company.
• 1. To re-elect Julian Heslop as a Director of the Company.
• 1. To re-elect Ishbel Macpherson as a Director of the Company.
• 1. To re-elect Lawson Macartney as a Director of the Company.
• 1. To re-appoint PricewaterhouseCoopers LLP as external auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts be laid.

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1. To authorise the Audit Committee to determine the remuneration of the external auditor.

Special Business

To consider and, if thought fit, pass the following Resolutions, of which Resolution 13 will be proposed and voted on as an Ordinary Resolution and Resolutions 14 to 18 will be proposed and voted on as Special Resolutions.

• 1. That, pursuant to section 551 of the Companies Act 2006 (2006 Act), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares of the Company:
  2. 13.1 up to an aggregate nominal amount of £342,172 (such amount to be reduced by any allotments or grants in excess of an aggregate nominal value of £342,172 made under paragraph 13.2 of this Resolution), and
  3. 13.2 comprising equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £684,344 (such amount to be reduced by the aggregate nominal value of any allotments or grants made under paragraph 13.1 of this Resolution) in connection with an offer by way of a rights issue:
     • 13.2.1 to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
     • 13.2.2 to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange;

provided that:

• (a) these authorities (unless previously revoked, varied or renewed) shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 18 January 2021;
• (b) the Company is entitled to make offers or agreements before the expiry of such authority, which would or might require shares to be allotted or rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired; and
• (c) the authority is in substitution for all existing unused authorities.
• 1. That, subject to the passing of Resolution 13 and pursuant to sections 570 to 573 of the 2006 Act, the Directors are generally empowered to allot or make offers or agreements to allot equity securities (as defined in section 560(1) of the 2006 Act) for cash pursuant to the authorities granted by Resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561(1) of the 2006 Act did not apply to any such allotment (or sale), provided such power be limited to the allotment of equity securities or sale of treasury shares:
  2. 14.1 in connection with an offer of, or invitation to apply for, equity securities (but, in the case of an allotment pursuant to the authority granted under Resolution 13.2, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue):
     • 14.1.1 to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
     • 14.1.2 to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

14.2 otherwise than pursuant to Resolution 14.1, up to an aggregate nominal amount of £51,325, and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 18 January 2021 but, in each case, prior to its expiry the Company may make an offer or agreement which would, or might, require equity securities to be allotted for cash (or treasury shares to be sold) after this power expires and the Directors may allot equity securities (or sell treasury shares) for cash pursuant to any such offer or agreement as if this power had not expired.

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This power is in substitution for and shall replace all existing powers which, to the extent unused at the date of this Resolution, are revoked with immediate effect, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

• 1. That, subject to the passing of Resolutions 13 and 14 and in addition to any power granted pursuant to Resolution 14, the Directors are generally empowered to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the authorities granted by Resolution 13 and to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such power be limited to the allotment of equity securities or sale of treasury shares:
  2. 15.1 up to an aggregate nominal amount of £51,325; and
  3. 15.2 used only for the purposes of financing (or refinancing, if such refinancing occurs within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date of this Notice,

and such power shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 18 January 2021, but, in each case, prior to its expiry the Company may make an offer or agreement which would, or might, require equity securities to be allotted or treasury shares to be sold for cash after this power expires and the Directors may allot equity securities or sell treasury shares for cash pursuant to any such offer or agreement as if this power had not expired.

• 1. That, the Company is generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (as defined in section 693(4) of the 2006 Act) of ordinary shares in the capital of the Company (Shares) from the date this Resolution is passed until the conclusion of the next Annual General Meeting of the Company or, if earlier, 18 January 2021, subject to the following conditions:
  2. 16.1 the maximum number of Shares which may be purchased is 10,265,160 (representing 10% of the Company's issued ordinary share capital);
  3. 16.2 the minimum price (exclusive of expenses) which may be paid for a Share is £0.01;
  4. 16.3 the maximum price (exclusive of expenses) which may be paid for a Share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations for the Shares as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which the purchase is made; and (ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out;
  5. 16.4 the Company shall be entitled, before the expiry of this authority, to enter into any contract to purchase Shares before the expiry of this authority under which such purchase will or may be completed or executed wholly or partly after this authority expires and may make a purchase of Shares pursuant to any such contract as if this authority had not expired.
• 1. That, as permitted by section 307A of the 2006 Act, any general meeting of the Company (other than an Annual General Meeting of the Company) may be called by notice of not less than 14 clear days in accordance with the provisions of the Articles of Association of the Company, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.
• 1. That, with effect from the conclusion of the Annual General Meeting, the articles of associations of the Company produced to the Meeting and initialled by the Chairman (for the purposes of identification) be adopted as the Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association.

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By order of the Board

Melanie Hall Company Secretary 6 September 2019

Registered office: 24 Cheshire Avenue Cheshire Business Park Lostock Gralam Northwich CW9 7UA

Registered in England and Wales, No. 3369634

Notes:

Entitlement to attend and vote

1. The right to vote at the Meeting is determined by reference to the Register of Members. Only those shareholders registered in the Register of Members of the Company as at 6.30 pm on 16 October 2019 (or, if the Meeting is adjourned, 6.30 pm on the date which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries in the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the Meeting.

Attending in person

1. If you wish to attend the Meeting in person, you must comply with the procedures set out in the notes to this Notice of Meeting by the dates specified in these notes

Proxies

1. A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend, speak and vote at the Meeting. A proxy need not be a shareholder of the Company.

A shareholder may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointments is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid. To appoint more than one proxy, complete a separate proxy form in relation to each appointment. You may photocopy the Proxy Form provided or, alternatively, you may wish to contact the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or call their shareholder helpline on 0371 384 2030. Overseas shareholders should call +44 (0)121 415 7047. Lines are open 8.30 am to 5.30 pm, Monday to Friday, (London time) (except UK public holidays).

A proxy may only be appointed in accordance with the procedures set out in these notes and the notes to the Proxy Form. The notification of termination of a proxy appointment should be in writing.

The appointment of a proxy will not preclude a shareholder from attending and voting in person at the Meeting.

• 1. A Proxy Form is enclosed. To be valid, a Proxy Form must be completed, signed and sent to the offices of the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to arrive no later than 1.00 pm on 16 October 2019 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).
• 1. As an alternative to completing the hard copy Proxy Form, a shareholder may appoint a proxy or proxies electronically by lodging a Proxy Form at www.sharevote.co.uk. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk and then clicking on the link to vote. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti Limited no later than 1.00 pm on 16 October 2019 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). Any electronic communication sent by a shareholder to the Company or Equiniti Limited which is found to contain a virus will not be accepted by the Company.
• 1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

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Appointment of proxies through CREST

Alternatively, if you are a member of CREST, you may register the appointment of proxy by using the CREST electronic proxy appointment services as follows:

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST Manual subject to the provisions of the Company's Articles of Association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK and Ireland's specifications and must contain the information required for such instruction as described in the CREST Manual (www.euroclear. com). The message, regardless of whether it relates to the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by no later than 1.00 pm on 16 October 2019 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note that Euroclear UK and Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Corporate representatives

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that they do not do so in relation to the same shares.

Total voting rights

1. As at 5 September 2019 (being the last practicable date before the publication of this Notice of Meeting), the Company's issued share capital consists of 102,651,602 ordinary shares of £0.01 each, carrying one vote each. The Company does not hold any ordinary shares in treasury. Therefore, the total voting rights in the Company as at 5 September 2019 are 102,651,602.

Nominated Persons

• 1. Where a copy of this notice is being received by a person who has been nominated to enjoy information rights under section 146 of the 2006 Act (Nominated Person):
  2. 13.1 the Nominated Person may have a right under an agreement between him/her and the shareholder by whom he/ she was nominated, to be appointed, or to have someone else appointed, as a proxy for the Meeting; or
  3. 13.2 if the Nominated Person has no such right or does not wish to exercise such right, he/she may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in note 3 to 11 above do not apply to a Nominated Person. The rights described in such notes can only be exercised by shareholders of the Company.

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Website publication of audit concerns

1. A shareholder or shareholders who meet the qualification criteria set out in note 15 below may require the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the Meeting relating to the external audit of the Company's accounts (including the Auditor's report and the conduct of the external audit) that are to be laid before the Meeting in accordance with section 527 of the 2006 Act.

Any such request must:

• 14.1 identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement requested by another shareholder, clearly identifying the statement which is being supported;
• 14.2 comply with the requirements set out in note 15 and 16 below; and
• 14.3 be received by the Company at least one week before the Meeting.

Where the Company is required to publish such a statement on its website:

• (i) it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
• (ii) it must forward the statement to the Company's external auditor no later than the time when it makes the statement available on the website; and
• (iii) the statement may be dealt with as part of the business of the Meeting.
• 1. In order to require the Company to publish audit concerns as set out in note 14, the relevant request must be made by:
  2. 15.1 a shareholder or shareholders having a right to vote at the Meeting and holding at least five per cent of the total voting rights of the Company; or
  3. 15.2 at least 100 shareholders having a right to vote at the Meeting and holding, on average, at least £100 of paid up share capital.

For information on voting rights, including the total voting rights of the Company, see note 12 above and the website referred to in note 21 below.

• 1. Any request by a shareholder or shareholders to require the Company to publish audit concerns as set out in note 14:
  2. 16.1 may be made either:
     • (i) in hard copy, by sending it to the Company Secretary, Dechra Pharmaceuticals PLC, 24 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich CW9 7UA; or
     • (ii) in electronic form, by sending it by fax to 01606 814731, marked for the attention of the Company Secretary or by email to CompanySecretarial@dechra.com (please state "Dechra Pharmaceuticals PLC: AGM" in the subject line of the email);
  3. 16.2 must state the full name(s) and address(es) of the shareholder(s); and
  4. 16.3 where the request is made in hard copy form or by fax, must be signed by the shareholder(s).

Questions at the Meeting

• 1. Shareholders have the right to ask questions at the Meeting relating to the business being dealt with at the Meeting in accordance with section 319A of the 2006 Act. The Company must answer any such question unless:
  2. 17.1 to do so would interfere unduly with the preparation for the Meeting or would involve the disclosure of confidential information;
  3. 17.2 the answer has already been given on a website in the form of an answer to a question; or
  4. 17.3 it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
• 1. The Company has appointed Equiniti as its Registrar to manage the shareholder register, ensure that all information held about the Company's shareholders is kept up to date, and to pay dividends. Equiniti can be contacted at: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Equiniti operate a shareholder helpline on 0371 384 2030. Overseas shareholders should call +44 (0)121 415 7047. Shareholders with a text phone facility should use 0371 384 2255. Overseas shareholders with a text phone facility should use +44 (0) 121 415 7028. Lines are open 8.30am to 5.30pm (London time), Monday to Friday (except UK public holidays).

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Documents available for inspection

• 1. The following documents will be available for inspection during normal business hours at the registered office of the Company and at DLA Piper UK LLP, 160 Aldersgate Street, London, EC1A 4HT from the date of this Notice until the time of the Meeting. They will also be available for inspection at the place of the Meeting from at least 15 minutes before the Meeting until it ends:
  2. 19.1 Copies of the service contracts of the Executive Directors;
  3. 19.2 Copies of the letters of appointment of the Non-Executive Directors;
  4. 19.3 Copies of the Directors' indemnities; and
  5. 19.4 Copies of the Current Articles and New Articles (showing the changes against the Current Articles).

Biographical details of Directors

1. Biographical details of all those Directors who are offering themselves for election and/or re-election at the Meeting are set out in the Annual Report and Accounts.

Website providing information about the Meeting

1. The information required by section 311A of the 2006 Act to be published in advance of the Meeting, which includes the matters set out in this notice and information relating to the voting rights of shareholders, is available at www.dechra.com.

Chairman

1. If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes that are the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's shares already held by the Chairman, result in the Chairman holding such numbers of voting rights that he has a notifiable obligation under the Disclosure and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3% or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.

Communication

1. You may not use any electronic address (within the meaning of section 333(4) of the 2006 Act) provided in this Notice (or in any related documents including the Chairman's Letter and Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

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Dechra Pharmaceuticals PLC

24 Cheshire Avenue Cheshire Business Park Lostock Gralam Northwich CW9 7UA T: +44 (0) 1606 814730 F: +44 (0) 1606 814731 E: corporate.enquiries@dechra.com www.dechra.com

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