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Dechra Pharmaceuticals PLC Proxy Solicitation & Information Statement 2023

Nov 14, 2023

4797_agm-r_2023-11-14_6cf65c2c-a08d-47f6-9440-1761aa00c56d.pdf

Proxy Solicitation & Information Statement

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We are holding our Annual General Meeting on Wednesday 13 December 2023 at 11.00 am at 4 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, CW9 7UA. It will start at 11.00 am.

Please detach and retain this section before posting. Do not post with the Proxy Form.

Proxy Form
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Voting ID
Task ID
Shareholder reference no.
name
of proxy
I/We hereby appoint the chair of the meeting or:
to act as my/our proxy at the Company's Annual General Meeting to be held at 4 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, CW9 7UA at 11.00 am
on Wednesday 13 December 2023 and at any adjournment. Please refer to the Notice of the Annual General Meeting for the full text of the Resolutions. This personalised
Proxy Form is not transferable and should be disregarded if you have sold your shareholding.
multiple
proxies
number of
shares
Ordinary Business
For
Against Withheld 11. To re-elect John Shipsey.
1.
To receive the accounts of the Company for
the year ended 30 June 2023, together with
the Strategic Report, Directors' Report and the
12. To re-appoint PricewaterhouseCoopers as
external auditor of the Company.
2. Auditor's Report.
To approve the Directors' Remuneration
13. To authorise the Audit Committee to determine
the remuneration of the external auditor.
3. Report for the year ended 30 June 2023.
To receive and approve the Directors'
Remuneration Policy for the year ended
30 June 2023
Special Business
14. To authorise the Directors to allot shares to
specific limits.
4. To elect Geeta Gopalan. 15. To disapply the pre-emption rights.
5.
To re-elect Alison Platt.
16. To disapply additional pre-emption rights.
6.
To re-elect Ian Page.
17. To authorise the Company to purchase its own
shares.
7.
To re-elect Anthony Griffin.
18. To authorise the Company to hold any general
8.
To re-elect Paul Sandland.
meeting (other than an Annual General Meeting
9.
To re-elect Lisa Bright.
of the Company) on not less than 14 clear
days' notice.
10. To re-elect Lawson Macartney.
Signature Date

How to fill in the Proxy Form – We recommend that you appoint the chair of the meeting as your proxy to attend and vote for you. To appoint someone other than the chair, you should cross out the words 'the chair of the meeting or' and write in the box the name and address of the person you want to be your proxy. Your proxy will be entitled to exercise all or any of your rights to attend, speak and vote at the meeting.

Voting less than your entitlement – If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full entitlement.

Multiple proxies – If you want to appoint more than one proxy please tick the 'multiple proxies' box. Additional Proxy Forms may be obtained by contacting our Registrar, Equiniti, on +44 (0) 371 384 2030 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and return all Proxy Forms in the same envelope to the address shown overleaf. If calling from outside of the UK, please ensure the country code is used.

Recording your votes – Please mark the appropriate box overleaf 'for', 'against' or 'withheld' for each resolution in black ink like this: x . Your proxy will have discretion to vote on any Resolution where you have not given a specific instruction how to vote or on any other business which may properly come before the meeting. A 'withheld' vote is not a vote in law and will not be counted in the proportion of shares for or against any Resolution.

Please sign and date the Proxy Form, initial any alterations, tear it off and post it (postage paid).

Deadline for submission – To be valid, your proxy instructions must be received no later than 11.00 am on Monday 11 December 2023. Details of the Resolutions are set out in the Notice of the Annual General Meeting. You can submit your proxy instructions electronically at www.sharevote.co.uk. To do this, you will need your voting reference numbers (the three numbers quoted overleaf). CREST members can use the CREST electronic proxy voting service.

Joint holders – In the case of joint holders, only one need sign the Proxy Form. In the case of a corporation, the Proxy Form must be signed as a deed or be appropriately signed by a duly authorised official or officials whose capacity should be stated. The appropriate power of attorney or other authority should be sent with the Proxy Form.

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Spencer Road

LANCING BN99 8LU

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