Dechra Pharmaceuticals PLC — M&A Activity 2023

Jul 20, 2023

Company Number: 3369634

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTION

of

DECHRA PHARMACEUTICALS PLC

(the Company)

PASSED ON THURSDAY 20 JULY 2023

At a general meeting of the Company duly convened and held at 11.15 a.m. on Thursday 20 July 2023 at the Company's offices at 6 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, CW9 7UA, the following resolution was duly passed as a special resolution:

SPECIAL RESOLUTION

THAT:

(a) for the purpose of giving effect to the scheme of arrangement dated 26 June 2023 (as amended or supplemented) (the "Scheme") between the Company and the holders of Scheme Shares, a print of which has been produced to this meeting and for the purposes of identification signed by the Chair of the meeting, in its original form or subject to any modification, addition or condition agreed in writing by the Company and Bidco and approved or imposed by the Court, the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(b) with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 154:

"154 SCHEME OF ARRANGEMENT"

154.1 In this article 154, references to the "Scheme" are to the scheme of arrangement dated 26 June 2023 between the Company and the holders of its Scheme Shares under Part 26 of the Act in its original form or with or subject to any modification, addition or condition agreed by the Company and Freya Bidco Limited ("Bidco") approved or imposed by the High Court of Justice of England and Wales in accordance with its terms. Expressions defined in the Scheme shall have the same meanings in this article 154 (save as expressly defined in these articles).

154.2 Notwithstanding any other provision of these articles, if the Company issues or transfers out of treasury any Dechra Shares (other than to Bidco, any subsidiary of Bidco, any parent undertaking of Bidco or any subsidiary of such parent undertaking, or any nominee of Bidco (each a "Bidco Company")) at or after the adoption of this article 154 and at or before the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or subsequent holders of such shares shall be bound by the Scheme accordingly.

Error! Reference source not found. | UKM/127140921.2

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154.3

Subject to the Scheme becoming Effective and notwithstanding any other provisions of these articles, if any Dechra Shares are issued or transferred out of treasury or transferred pursuant to article 154.4 below to any person or his nominee (a "New Member") (other than to a Bidco Company) at or after the Scheme Record Time (the "Post-Scheme Shares") they shall be immediately transferred to Bidco (or to such person as it may direct in writing (the "Purchaser")) who shall be obliged to acquire all Post-Scheme Shares in consideration for, and conditional on, the payment by or on behalf of Bidco to the New Member of an amount in cash for each Post-Scheme Share as that New Member would have been entitled to under the Scheme for those Post-Scheme Shares had they been Scheme Shares, provided that the cash payment per share to be paid to a New Member pursuant to this article 154.3 may be adjusted by the Directors, in such manner as the auditors of the Company may determine, on any reorganisation of or material alteration to the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date. References in this article to Dechra Shares shall, following such adjustment, be construed accordingly.

154.4

Any New Member may, prior to the issue or transfer of Post-Scheme Shares to the New Member pursuant to the exercise of an option or satisfaction of an award under one of the Dechra Share Plans, give not less than two business days' written notice to the Company in such manner as the board shall prescribe of his or her intention to transfer the beneficial ownership of some or all of such Post-Scheme Shares to his or her spouse or civil partner and may, if such notice has been validly given, on or before such Post-Scheme Shares being issued or transferred to the New Member, immediately transfer to his or her spouse or civil partner beneficial ownership of any such Post-Scheme Shares, provided that such Post-Scheme Shares (including both legal and beneficial ownership thereof) will then be immediately transferred to the Purchaser pursuant to article 154.3 above. If notice has been validly given pursuant to this article 154.4 but the beneficial owner does not immediately transfer to his or her spouse or civil partner the beneficial ownership of the Post-Scheme Shares in respect of which notice was given, the legal and beneficial ownership will be transferred to the Purchaser pursuant to article 154.3 above. If notice is not given pursuant to this Article 154.4, both the legal and beneficial ownership of the Post-Scheme Shares will be immediately transferred to the Purchaser pursuant to article 154.3 above.

154.5

To give effect to any transfer of Post-Scheme Shares required by this article 154, the Company may appoint any person as attorney or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and do all such other things and execute and deliver all such documents or deeds as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent holder) in favour of the Purchaser and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares.

154.6

The Purchaser shall settle or procure the settlement of the consideration due under article 154.3 by sending a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder) for the purchase price of such Post-Scheme Shares no later than 14 days after the issue or transfer of the Post-Scheme Shares to the New Member.

Error! Reference source not found. | UKM/127140921.2

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154.7 If the Scheme shall not have become effective by the applicable date referred to in (or otherwise set in accordance with) section 6(b) of the Scheme, this article 154 shall cease to be of any effect.

154.8 Notwithstanding any other provision of these articles, neither the Company nor the Directors shall register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date other than to the Purchaser."

Error! Reference source not found. | UKM/127140921.2