Dechra Pharmaceuticals : 20 September 2021 Notice of 2021 Annual General Meeting

ANNUAL GENERAL MEETING 2021

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.

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.

Dechra Pharmaceuticals PLC

24 Cheshire Avenue

Cheshire Business Park

Lostock Gralam

Northwich

CW9 7UA

10 September 2021

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 9.30 am on 21 October 2021. The formal notice of the Meeting, which is set out on pages 6 to 8 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 September 2020, 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).

Safely attending the Annual General Meeting

No business will be considered at the Meeting other than the resolutions dealt with in this Notice.

Should you wish to attend the Meeting in person, please pre-register your intention to attend by emailing [e-mail] (please state "Dechra Pharmaceuticals PLC: AGM" in the subject line of the email) by 15 October 2021. Please include your full name and Shareholder Reference Number, which can be found on the proxy card, your share certificate or on the Equiniti Portal. This will enable us to put in place the requisite measures which we may need to introduce to meet any potential government-mandatedCovid-19 restrictions. We may ask you to complete a visitor questionnaire which includes a self-declaration that you have either had two vaccinations at least two weeks before the Meeting or can show that you have had a negative lateral flow test no older than 48 hours before the Meeting or a positive PCR test within the past six months before the meeting.

We will continue to monitor the impact of the pandemic, and you should monitor the Company's website (www.dechra.com/ investors/shareholder-information/shareholder-meetings) and regulatory news announcements for any Meeting updates.

This year we will be offering an online Annual General Meeting experience for the first time. You will have the opportunity to listen to the proceedings of the Meeting via https://brrmedia.news/Dechra_AGM21. Please note that joining remotely via https://brrmedia. news/Dechra_AGM21 does not constitute attendance at the Meeting and you will not be able to vote at the Meeting. Therefore you should submit your votes in the normal way, via proxy. Note 24 of this Notice contains an online shareholder guide.

If the chairman of the Meeting is appointed as proxy, they will vote in accordance with any instructions given to them. If the chairman of the Meeting is given discretion as to how to vote, they will vote in favour of each of the resolutions to be proposed at the Meeting.

We are proposing to put all resolutions at the Meeting by the way of a poll rather than a show hands. This will allow the votes of all shareholders to be counted.

As we did last year, we will offer a facility should shareholders wish to put questions to the Board. These can be submitted by email to [e-mail] (please state "Dechra Pharmaceuticals PLC: AGM" in the subject line of the email and include your Shareholder Reference Number (as detailed on your proxy card, share certificate or on the Equiniti Portal)). These questions must be submitted by 19 October 2021. The Board will seek to respond to questions which are put forward in advance of the Meeting during the Meeting and/or by publishing written responses on the Investors section of our website after the Meeting together with results of voting.

Explanation of Resolutions

This year, shareholders will be asked to approve 21 resolutions. Resolutions 1 to 16 (inclusive) and Resolution 21 are proposed as ordinary resolutions requiring the approval of a simple majority of the votes cast at the Meeting. Resolutions 17 to 20 (inclusive) 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 2021.

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Directors' Remuneration Report (Resolution 2)

The Company is required to seek shareholders' approval of the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) and a statement by the Remuneration Committee Chairman (together, the Directors' Remuneration Report). The Directors' Remuneration Report describes how the Company's Directors' Remuneration Policy has been implemented during the previous financial year and will be implemented in the current financial year, and this report can be found on pages

119 to 141 of the Annual Report and Accounts. The vote is advisory in nature and is not binding; the Directors' entitlements to remuneration are not conditional upon this Resolution being passed.

The Directors' Remuneration Policy itself was approved by shareholders at last year's Annual General Meeting held on 27 October 2020 and, unless amended, is only required to be approved once every three years.

Final Dividend (Resolution 3)

A final dividend of 29.39 pence per ordinary share is recommended by the Directors. Subject to approval at the Meeting, the dividend will be paid on 19 November 2021 to shareholders who are on the Register of Members at the close of business on 29 October 2021. The shares will become ex-dividend on 28 October 2021. An interim dividend of 11.11 pence per ordinary share was paid on 7 April 2021.

Election of Directors (Resolution 4)

Denise Goode was appointed as a Non-Executive Director of the Company on 26 April 2021 and therefore, in line with the Company's Articles of Association, she will offer herself for election by the shareholders at the Meeting.

Denise brings a wealth of financial, commercial and life sciences industry experience, both from her extensive career as a senior executive and from board roles held since 2008. The Board is satisfied that Denise is independent in accordance with the UK Corporate Governance Code 2018 (the Code). The Nomination Committee has considered Denise's commitments and has concluded that she has sufficient time to devote to the role. Her biographical details were set out in the announcement published by the Company on 31 March 2021 and can also be found on page 89 of the Annual Report and Accounts.

Re-election of Directors (Resolutions 5 to 13)

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 who were appointed or re-appointed at the 2020 Annual General Meeting have indicated their willingness to offer themselves for re-election. The Nomination Committee has considered the time commitments of the Non-Executive Directors and has confirmed that they are satisfied that all of the Non-Executive Directors have sufficient time to meet their Board and Committee responsibilities.

The Board is satisfied that all of the Non-Executive Directors are independent and the Chairman was deemed independent on appointment in accordance with the Code. 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 88 and 89 of the Annual Report and Accounts. The review process of the existing Directors and the Company's assessment of independence are described on pages 99, 105, 110 and 111 of the Annual Report and Accounts.

Contribution to Long Term Sustainable Success

The Board have determined that I bring extensive Board level experience across a range of sectors in FTSE 100, FTSE 350 and private equity owned businesses. I have gained extensive knowledge of international businesses which brings a different industry perspective to the Board.

You will have seen the notification in the preliminary results announcement of my intention to step down as Chairman once we have identified and agreed a successor. It has been my privilege and pleasure to work with Ian, his management team and the Board these past five years as Dechra has continued to evolve and grow and deliver great products and services to our customers and strong returns to our shareholders. This is a suitable time for me to leave to devote more time to my family and my other business and charitable activities.

Ian Page brings detailed knowledge and experience of the veterinary pharmaceutical business to his leadership of the Senior Executive Team and the management of the Group. He has led the management team and the Company since 2001, and has played a key role in the development of the Group's growth and strategy. He continues to lead the management team and the implementation and development of the Group's strategy, identifying acquisition opportunities for Board discussion. The Group has completed 20 acquisitions. Ian engages extensively with our major shareholders and brings their viewpoint to Board discussions.

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Tony Griffin has over 30 years' experience in the animal health business and has substantial international experience. As the Managing Director of DVP EU, our largest sales and marketing organisation, he can provide a customer and market perspective on Board decisions.

Paul Sandland has over ten years' experience in senior finance roles in Dechra. He brings with him a strong practical understanding of all parts of the Group and its needs, as well as an independence of mind and strong technical, strategic and commercial skills.

Lisa Bright has strategic and operational leadership experience in global market leading pharmaceutical companies gained over her

30 year career in the industry; she is able to provide a customer focus on Board decisions. As the Employee Designated Non-Executive Director she is able to provide an employee's perspective in Board discussions. Her recent external role as executive director brings a different focus to Board discussions.

Julian Heslop has significant financial experience as a result of the senior finance roles he has held in GlaxoSmithKline as well as food, property and brewing sectors over the last 30 years. His in-depth knowledge and expertise in financial and accounting matters combined with significant managerial experience throughout his career allow him to excel in his Audit Committee Chairman role. His financial experience allows him to bring a financial and strategic outlook in Board and Committee discussions.

Ishbel Macpherson has a wealth of listed company experience and provides an understanding of UK corporate governance requirements to the Board. She also has knowledge and understanding of City matters gained over 20 years' experience as an investment banker, specialising in UK mid-market corporate finance, and aids the Board discussions on financing and the financial risks of acquisitions. Ishbel's financial and listed company experience brings an understanding of remuneration matters to her role as Chairman of the Remuneration Committee.

Lawson Macartney is a veterinarian, with post-doctoral training in viral pathobiology and is also trained as a pathologist (FRCPath), with many years of experience in veterinary practice and over 30 years of knowledge gained in the global pharmaceutical industry, he brings a broad perspective to the Board. This knowledge, experience and expertise of product development and commercialisation is invaluable to the Board when analysing acquisition opportunities and when discussing the product development pipeline.

Alison Platt brings extensive experience of leadership in customer-driven organisations across the healthcare, insurance and property sectors as well as international experience. Alison's capabilities and experience both in Executive and Non-Executive roles in FTSE 100 and 350 companies strengthens the Board. Her previous membership of the steering group for the Hampton-Alexander Review provides strategic insights on diversity and inclusion.

Re-appointment of Auditor and Auditor's Remuneration (Resolutions 14 and 15)

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 14, 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 accounts are presented.

Resolution 15 is a separate resolution which gives authority to the Audit Committee to determine the external auditor's remuneration.

Authority to Allot Equity Securities (Resolution 16)

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 16 renews a similar authority given at last year's Annual General Meeting held on 27 October 2020 and is in two parts.

General Allotment of Shares

Part one of Resolution 16 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 £360,725 as reduced by the aggregate nominal amount of any shares allotted or rights granted under part two of Resolution 16 in excess of £360,725. This amount (before any reduction) represents approximately one third of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice.

Rights Issue

In line with guidance issued by the Investment Association, if passed, part two of Resolution 16 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 £721,450 (as reduced by the nominal amount of any shares allotted or rights granted under part one of Resolution 16). This amount (before any reduction) represents approximately two thirds of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice.

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.

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The Directors have no current intention to exercise either of the authorities sought under Resolution 16, except under paragraph

16.1 of Resolution 16 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 so 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 17 and 18)

Resolutions 17 and 18 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 £108,216 (which represents approximately 10% of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice) without first having to offer them to existing shareholders in proportion to their existing holdings.

Resolution 17 will empower the Directors to allot shares or sell treasury shares for cash up to an aggregate nominal amount of:

1. £721,450 (which represents approximately two thirds of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice) in connection with a rights issue; or
2. £360,725 (which represents approximately one third of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice) 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

1. in any other case, up to an aggregate nominal amount of £54,108 (which represents approximately 5% of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice).

Resolution 18 increases the Directors' powers under Resolution 17 to allot shares or sell treasury shares for cash (on a non-preemptive basis) up to a further aggregate nominal amount of £54,108 (which represents approximately 5% of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice), such that the combined powers under Resolutions 17 and 18 would be £108,216 (which represents approximately ten per cent of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice). The power under Resolution 18 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 17 and 18: (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 17 and 18 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 19)

Resolution 19 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 10,821,763 shares, representing approximately 10% of the issued ordinary share capital of the Company as at 9 September 2021, being the last practicable date before the publication of this Notice.

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.

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