Dechra

Pharmaceuticals PLC

Annual General Meeting 2016

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, bank manager, 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.

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
12 September 2016

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 offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP at 1.00 pm on 21 October 2016.

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 2014, please accept this letter as notification that the Annual Report and Accounts and associated documents have now been published on the Investor section of our website (www.dechra.com).

This year, shareholders will be asked to approve fifteen resolutions. Resolutions 1 to 11 are proposed as ordinary resolutions requiring the approval of a simple majority of shareholders present and voting at the Meeting. Resolutions 12 to 15 are proposed as special resolutions requiring the approval of 75% of shareholders present and voting at the Meeting.

The Annual Report and Financial Statements (Resolution 1)

Shareholders will be asked to receive the Company's financial statements, Strategic Report, Directors' Report and Auditors' Report for the year ended 30 June 2016.

Directors' Remuneration Report (Resolution 2)

The Company seeks approval of the Directors' Remuneration Report and this report can be found on pages 79 to 90 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 (excluding the Remuneration Policy). The Remuneration Policy was approved by shareholders at the 2014 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 Remuneration Policy can be found on the Company's website at www.dechra.com.

Final Dividend (Resolution 3)

A final dividend of 12.91 pence per ordinary share is recommended by the Directors. Subject to approval at the Meeting, the dividend will be paid on 18 November 2016 to shareholders who are on the Register of Members on 28 October 2016. The shares will become ex-dividend on 27 October 2016. An interim dividend of 5.55 pence per ordinary share was paid on 6 April 2016.

Election of Director (Resolution 4)

William Anthony Rice was appointed as a Non-Executive Director of the Company on 5 May 2016 and, therefore, in line with the Company's Articles of Association, will offer himself for election at the Meeting.

Re-election of Directors (Resolutions 5 to 8)

The following Directors will stand for re-election:

Ian Page
Anthony Griffin
Ishbel Macpherson
Julian Heslop

Each of the above 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.

As Michael Redmond is stepping down with effect from the end of the Meeting, no resolution is required for his re-election.

Biographical details for each of the Directors are located on pages 62 and 63 of the Annual Report and Accounts.

Re-appointment of Auditor and Auditor's Remuneration (Resolutions 9 and 10)

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 9, on the Audit Committee's recommendation, 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 10 is a separate resolution which gives authority to the Directors to determine the external auditor's remuneration. PricewaterhouseCoopers LLP were first appointed as the external auditor at the 2015 Annual General Meeting, following the tender process undertaken by the Audit Committee that year.

Authority to Allot Equity Securities (Resolution 11)

Generally, 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 11 renews a similar authority given at last year's Annual General Meeting held on 23 October 2015 and is in two parts.

Rights Issue

In line with guidance issued by the Investment Association (formerly the ABI), if passed, part one of Resolution 11 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 an aggregate nominal amount of £618,346 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part two of Resolution 11). This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 12 September 2016, being the last practicable date before the publication of this document.

Allotment of Shares

If passed, part two of Resolution 11 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) up to an aggregate nominal amount of £309,173 as reduced by the aggregate nominal amount of any shares allotted or rights granted under part one of Resolution 11 in excess of £309,173. This amount (before any reduction) represents approximately one-third of the issued ordinary share capital of the Company as at 12 September 2016, 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 15 months from the passing of the Resolution (whichever is earlier). 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 11. However, the Directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise. If the Directors do exercise this authority, the Directors intend to follow best practice as regards to its use.

Dechra

Pre-emptive Allotment of Equity Securities (Resolutions 12 and 13)

Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) for cash or sell treasury shares for cash, then under the Companies Act 2006 they must first offer such shares or securities to ordinary shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.

Resolutions 12 and 13 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 £92,752 without having to comply with statutory pre-emption rights.

The powers proposed under resolution 12 will be limited to allotments or sales:

(a) up to an aggregate nominal amount of (i) £618,346 in connection with a rights issue or (ii) £309,173 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

(b) in any other case, up to an aggregate nominal amount of £46,376 (which represents approximately five per cent of the issued ordinary share capital of the Company as at 9 September 2016, being the last practicable date before the publication of this document).

The powers proposed under resolution 13 will be limited to allotments or sales:

(a) up to an aggregate nominal amount of £46,376 (which represents approximately five per cent of the issued ordinary share capital of the Company as at 9 September 2016, being the last practicable date before the publication of this document); and

(b) 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.

There are no present plans to exercise these authorities and, in accordance with the guidelines issued by the Pre-Emption Group, the Directors do not expect to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolutions 12 and 13: (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.

Authority to Purchase Ordinary Shares (Resolution 14)

Resolution 14 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 9,275,208 shares, representing approximately 10% of the issued ordinary share capital of the Company as at 9 September 2016.

The Directors have no current intention of exercising this authority to purchase the Company's ordinary shares. 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.

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. 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 9 September 2016 (being the latest practicable date prior to publication of this notice), no shares were held in treasury.

On 9 September 2016 there were options over ordinary shares in the capital of the Company representing 1.47% 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 1.64% 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 15 months after the passing of the Resolution (whichever is earlier). It is the Directors' intention to renew this authority each year.

Notice Period for General Meetings (Resolution 15)

Resolution 15 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 15 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 requirements for electronic voting under the Directive.

Recommendation

The Directors believe that all the proposals to be considered at the Meeting are in the best interests of the Company and its shareholders. They recommend that you vote in favour of the proposed Resolutions. The Directors will be voting in favour 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 19 October 2016 (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 of Meeting 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.

Yours sincerely

Michael Redmond
Non-Executive Chairman

Dechra

DECHRA PHARMACEUTICALS PLC (THE COMPANY)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2016 Annual General Meeting of the Company will be held at Investec Bank plc, 2 Gresham Street, London EC2V 7QP at 1.00 pm on 21 October 2016 for the following purposes:

Ordinary Business

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

To receive the accounts of the Company for the year ended 30 June 2016, together with the Strategic Report, Directors' Report and the Auditor's Report (the Annual Report).
To receive and approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy set out on pages 79 to 90 of the Directors' Remuneration Report), for the year ended 30 June 2016 as contained within the Annual Report.
To declare a final dividend for the year ended 30 June 2016 of 12.91 pence per ordinary share in the capital of the Company, to be paid on 18 November 2016 to members whose names appear on the Register of Members of the Company as at the close of business on 28 October 2016.
To elect William Anthony Rice as a Director of the Company.
To re-elect Ian Page as a Director of the Company.
To re-elect Anthony Griffin as a Director of the Company.
To re-elect Ishbel Macpherson as a Director of the Company.
To re-elect Julian Heslop as a Director of the Company.
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.
To authorise the Directors to determine the remuneration of the external auditor.

Special Business

To consider and, if thought fit, pass the following Resolutions, of which Resolution 11 will be proposed and voted on as an Ordinary Resolution and Resolutions 12 to 15 will be proposed and voted on as Special Resolutions.

That, pursuant to section 551 of the Companies Act 2006 (2006 Act), the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot Relevant Securities:

11.1 comprising equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £618,346 (such amount to be reduced by the aggregate nominal amount of Relevant Securities then allotted pursuant to paragraph 11.2 of this Resolution) in connection with a rights issue (as defined in the Listing Rules published by the Financial Conduct Authority):

11.1.1 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
11.1.2 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, but 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

11.2 otherwise than pursuant to paragraph 11.1 of this Resolution, up to an aggregate nominal amount of £309,173 (such amount to be reduced by the aggregate nominal amount of Relevant Securities then allotted pursuant to paragraph 11.1 of this Resolution in excess of £309,173),

provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on 21 January 2018 (whichever is the earlier), save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the Directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.

In this Resolution, Relevant Securities means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.

These authorities are in substitution for and shall replace all existing authorities (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.

That, subject to the passing of Resolution 11 above and pursuant to sections 570 to 573 of the 2006 Act, the Directors be and are generally empowered to allot or make offers or agreements to allot equity securities (within the meaning of section 560(1) of the 2006 Act) for cash pursuant to the authorities granted by Resolution 11 and 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 that this power shall be limited to the allotment of equity securities or sale of treasury shares:

12.1 in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise, but, in the case of an allotment pursuant to the authority granted under Resolution 11.1, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue):

12.1.1 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

12.1.2 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,

but 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

12.2 otherwise than pursuant to Resolution 12.1, up to an aggregate nominal amount of £46,376

and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on 21 January 2018 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires 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.

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.

Dechra

That, subject to the passing of Resolution 11, the Directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authorities granted by Resolution 11 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, provided that this power shall be limited to the allotment of equity securities or sale of treasury shares:

13.1 up to an aggregate nominal amount of £46,376; and
13.2 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 this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 21 January 2018 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires 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.

That, pursuant to section 701 of the 2006 Act, the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares in the capital of the Company (Shares), provided that:

14.1 the maximum number of Shares which may be purchased is 9,275,208 (representing 10% of the Company's issued ordinary share capital);
14.2 the minimum price (exclusive of expenses) which may be paid for a Share is £0.01;
14.3 the maximum price (exclusive of expenses) which may be paid for a Share is the higher of: (i) an amount equal to 105 per cent 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;

and (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on 21 January 2018 (whichever is the earlier), save that the Company may enter into a 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.

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 after the passing of this Resolution.

By order of the Board

Suzana Cross
Company Secretary
12 September 2016

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

Notes:

Entitlement to attend and vote

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 19 October 2016 (or, if the Meeting is adjourned, 1.00 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

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

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, 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. Lines are open 8.30am to 5.30pm, 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.

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 1.00pm on 19 October 2016 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).
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 click 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 19 October 2016 (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.
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.

Dechra

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:

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.
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 19 October 2016 (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.
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 his 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.
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

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

As at 9 September 2016 (being the last practicable date before the publication of this Notice of Meeting), the Company's issued share capital consists of 92,752,086 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 9 September 2016 are 92,752,086.

Nominated Persons

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):

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
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.

Website publication of audit concerns

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 Auditors' 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.

In order to require the Company to publish audit concerns as set out in note 14, the relevant request must be made by:

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
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.

Any request by a shareholder or shareholders to require the Company to publish audit concerns as set out in note 14:

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 [email protected] (please state "Dechra Pharmaceuticals PLC: AGM" in the subject line of the email);

16.2 must state the full name(s) and address(es) of the shareholder(s); and
16.3 where the request is made in hard copy form or by fax, must be signed by the shareholder(s).

Dechra

Questions at the Meeting

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:

17.1 to do so would interfere unduly with the preparation for the Meeting or would involve the disclosure of confidential information;

17.2 the answer has already been given on a website in the form of an answer to a question; or

17.3 it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

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, Monday to Friday (London time) Monday to Friday (except UK public holidays).

Documents available for inspection

The following documents will be available for inspection during normal business hours at the registered office of the Company 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:

19.1 Copies of the service contracts of the Executive Directors;

19.2 Copies of the letters of appointment of the Non-Executive Directors; and

19.3 Copies of the Directors' indemnities.

Biographical details of Directors

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

Website providing information about the Meeting

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

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

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.

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: [email protected]
www.dechra.com

AI assistant

Dechra Pharmaceuticals PLC Proxy Solicitation & Information Statement 2016

4797_agm-r_2016-06-30_5ed9cb73-0e02-46eb-ba7e-53e4d9291f77.pdf

Pre-emptive Allotment of Equity Securities (Resolutions 12 and 13)

Authority to Purchase Ordinary Shares (Resolution 14)

Notice Period for General Meetings (Resolution 15)

Recommendation

Action to be taken

DECHRA PHARMACEUTICALS PLC (THE COMPANY)

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Business

Special Business

Appointment of proxies through CREST

Corporate representatives

Total voting rights

Nominated Persons

Website publication of audit concerns

Questions at the Meeting

Documents available for inspection

Biographical details of Directors

Website providing information about the Meeting

Chairman

Communication

Dechra Pharmaceuticals PLC

AI assistant

Dechra Pharmaceuticals PLC — Proxy Solicitation & Information Statement 2016

4797_agm-r_2016-06-30_5ed9cb73-0e02-46eb-ba7e-53e4d9291f77.pdf

Pre-emptive Allotment of Equity Securities (Resolutions 12 and 13)

Authority to Purchase Ordinary Shares (Resolution 14)

Notice Period for General Meetings (Resolution 15)

Recommendation

Action to be taken

DECHRA PHARMACEUTICALS PLC (THE COMPANY)

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Business

Special Business

Appointment of proxies through CREST

Corporate representatives

Total voting rights

Nominated Persons

Website publication of audit concerns

Questions at the Meeting

Documents available for inspection

Biographical details of Directors

Website providing information about the Meeting

Chairman

Communication

Dechra Pharmaceuticals PLC

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Dechra Pharmaceuticals PLC Proxy Solicitation & Information Statement 2016