NVET Nexvet Biopharma Plc - Ordinary Shares

Are there any Shareholder Proposals at the EGM?

Under Irish Law, except as provided below, there is no general right for a shareholder of a NASDAQ-listed company to put items on the agenda of a general meeting that has been convened. Irish Law provides that one or more shareholders holding not less than one tenth of Nexvet’s paid up share capital carrying voting rights may requisition the Nexvet Board to convene extraordinary general meetings and may nominate persons to be elected as directors at such extraordinary general meetings.

Will Directors Attend the Meetings?

Each member of the Nexvet Board has been invited to attend the Meetings but such attendance is not required.

Who do I Contact with Questions or for Further Information?

If you are a Nexvet Shareholder and have any questions relating to the Acquisition or to this document, you may contact Nexvet at +61 3 9610 4411. If you have any questions about whether voting for the Acquisition and the Scheme are appropriate for you in your circumstances, you should contact your legal, tax, financial or other advisers.

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To Nexvet Shareholders, and, for information only, to holders of Nexvet Convertible Securities

RECOMMENDED ACQUISITION OF NEXVET BIOPHARMA PLC

Dear Nexvet Shareholder,

On April 13, 2017, Nexvet and Zoetis announced that they had reached agreement on the terms of a recommended acquisition of Nexvet by Zoetis through Bidco, a wholly-owned indirect Subsidiary of Zoetis.

The Acquisition will be effected by way of a scheme of arrangement between Nexvet and the Scheme Shareholders under Chapter 1 of Part 9 of the Act, and in accordance with the Takeover Rules, the terms of which are set out in Part 4 ( The Scheme of Arrangement ) of this document and an explanation of which is given in Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ) of this document. The Acquisition and the Scheme are subject to the Conditions and further terms set out in Part 5 ( Conditions and Further Terms of the Acquisition and the Scheme ) of this document. It is anticipated that, subject to the satisfaction or waiver of the Conditions, the Acquisition will become effective during the second half of 2017.

I am writing to you to set out the background to the Acquisition and the reasons why the Nexvet Board considers the terms of the Acquisition to be fair and reasonable to, and in the best interests of, Nexvet and Nexvet Shareholders taken as a whole, and is unanimously recommending that Nexvet Shareholders vote in favor of the Acquisition and the Scheme.

Subject to the conditions and further terms set out in Part 5 ( Conditions and Further Terms of the Acquisition and the Scheme ) of this document, under the terms of the Acquisition, Scheme Shareholders will receive $6.72 in cash for each Nexvet Share. This Consideration values the entire issued and to be issued share capital of Nexvet at approximately $85 million and represents a premium of approximately:

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If you wish to receive the Consideration in respect of your Nexvet Shares, you are urged to sign, vote in favor and return the enclosed proxy cards as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Scheme Meeting, the Scheme will not become effective, the Acquisition will not proceed and the cash Consideration of $6.72 per Nexvet Share in cash will not become payable.

The Acquisition is expected to be effected by means of a scheme of arrangement between Nexvet and the Scheme Shareholders. The Scheme will involve an application by Nexvet to the High Court to sanction the Scheme. Under the Scheme, which is subject to the Conditions set out in Part 5 ( Conditions and Further Terms of the Acquisition and the Scheme ) of this document, Scheme Shareholders will receive the Consideration (without interest and less any applicable withholding taxes) in return for the cancellation or (if applicable) transfer of their Nexvet Shares.

The Scheme of Arrangement is an arrangement made between Nexvet and the Scheme Shareholders under Chapter 1 of Part 9 of the Act and is subject to the approval of the High Court. If the Scheme becomes effective, all Scheme Shares will be cancelled pursuant to Sections 84 to 86 of the Act or transferred to Bidco pursuant to the Scheme (if applicable). Nexvet will then issue New Nexvet Shares to Bidco in place of the Nexvet Shares cancelled pursuant to the Scheme and Bidco will pay the Consideration in respect of the cancellation or (if applicable) transfer of Nexvet Shares to Nexvet Shareholders. As a result of these arrangements, Nexvet will become a direct wholly-owned Subsidiary of Bidco and a wholly-owned indirect Subsidiary of Zoetis.

For the Acquisition to proceed, the Scheme must become effective and unconditional by not later than: (i) October 13, 2017, or by January 13, 2018 if a date has not been set for the High Court hearing to approve the Scheme by July 30, 2017, (ii) such earlier date as may be specified by the Panel, or (iii) such later date as Zoetis and Nexvet may agree (with the consent of the Panel, if required), and as the High Court may allow. The Conditions to the Acquisition and the Scheme are set out in full in Part 5 ( Conditions and Further Terms of the Acquisition and the Scheme ) of this document. The implementation of the Scheme and the Acquisition is conditional upon, among other things:

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It is also proposed that the Euro Deferred Shares shall be cancelled subject to the approval by the Nexvet Shareholders of Resolution 6 at the EGM and the confirmation of the High Court. However, the implementation of the Scheme and the Acquisition shall not be conditional upon the approval of this resolution. The holder of the Euro Deferred Shares has consented to any variation, modification or abrogation of the rights attaching to the Euro Deferred Shares by virtue of the passing of any resolution at a general meeting of Nexvet to reduce its issued capital by the amount of the nominal value of the Euro Deferred Shares by cancelling and extinguishing all of the Euro Deferred Shares but without reducing the authorized share capital of Nexvet.

Background to the Acquisition

The Nexvet Board has periodically considered various strategic opportunities and commercial arrangements to enhance shareholder value, including capital raising, licensing opportunities and the possible sale of Nexvet. The Nexvet Board also regularly assesses market trends in the animal health industry and the challenges confronting Nexvet in attaining its strategic objectives. Throughout these processes, the Nexvet Board has discussed its fiduciary duties with Nexvet’s outside U.S. legal counsel, DLA Piper, and its outside Irish legal counsel, Matheson.

Discussions regarding a potential transaction began on March 21, 2016, when representatives from Cowen, one of Nexvet’s financial advisers, provided a general market update, including capital raising options, to the Nexvet Board.

During the period between March 21, 2016 and May 17, 2016, the Nexvet Board, Nexvet’s management, DLA Piper and Cowen from time to time discussed the market opportunities for Nexvet to raise capital, the existing challenges facing the animal health industry and the possibility of engaging with parties concerning a possible strategic license or sale transaction.

On May 17, 2016, Dr. Mark Heffernan, Chief Executive Officer of Nexvet, met with a senior executive of Zoetis, a competitor of Nexvet, to discuss the animal health industry generally.

During the period between May 17, 2016 and June 1, 2016, Dr. Heffernan held a number of discussions with senior executives of Zoetis regarding the possibility of a strategic transaction between Nexvet and Zoetis.

On May 31, 2016, Party A delivered an indication of interest to Nexvet regarding a proposed licensing of Nexvet intellectual property and strategic collaboration.

On May 31, 2016, Zoetis delivered a preliminary non-binding indication of interest to Nexvet proposing the acquisition of all of the share capital of Nexvet, subject to a period of exclusivity to perform due diligence and enter into definitive agreements.

On June 1, 2016, the Nexvet Board held a regular meeting, which was attended by representatives of Nexvet’s management, DLA Piper, Matheson, and Cowen. The Nexvet Board considered Nexvet’s strategic alternatives, the business of Party A, the strategic rationale for Zoetis’ proposed acquisition of Nexvet, the valuation of Nexvet, and certain legal issues. The Nexvet Board also considered the key provisions of Zoetis’ non-binding indication of interest, along with Party A’s licensing and strategic collaboration proposal. The Nexvet Board considered both proposals in detail and determined that a transaction with Zoetis would likely result in a superior return to Nexvet shareholders and instructed Nexvet’s management to further explore a possible transaction with Zoetis.

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On June 6, 2016, Zoetis submitted a revised, non-binding proposal based on an enterprise value of $103 million, net of an assumed cash on hand of at least $37 million.

On June 16, 2016, Dr. Heffernan and Mr. Damian Lismore, Chief Financial Officer of Nexvet, met with the Zoetis leadership team to profile the Nexvet business.

During June 2016, representatives of Nexvet, Zoetis, and their respective legal and financial advisers continued their discussions regarding the structure of a potential transaction, the valuation of Nexvet, the takeover process in Ireland, and other material terms relating to a proposed transaction.

During this period, Nexvet’s management and the Nexvet Board also reviewed the status of discussions with Party A. However, following the perceived increase in transaction value offered by Zoetis, the Nexvet Board determined to enter into a limited exclusivity agreement in furtherance of a potential transaction with Zoetis. On June 13, 2016, Nexvet and Zoetis entered into the exclusivity agreement and a confidentiality agreement, after which Zoetis commenced its due diligence investigation of Nexvet. The exclusivity period started on June 13, 2016 and ended on July 22, 2016.

In late June 2016, Nexvet’s management and the Nexvet Board met and discussed the scope of due diligence information to be shared with Zoetis and the retention of a financial and Rule 3 adviser. On June 30, 2016, the Nexvet Board selected Evercore to act alongside Cowen as Nexvet’s financial adviser in connection with the evaluation of strategic alternatives. Nexvet subsequently entered into a letter agreement with Evercore on July 1, 2016, pursuant to which Evercore was formally engaged to act in such capacity.

On July 14, 2016, Nexvet’s management updated the Nexvet Board on Zoetis’ due diligence process. At this meeting, Evercore presented a summary of Nexvet’s standalone projections, an estimate of the synergies that a potential acquiror might be able to achieve, and a preliminary valuation analysis of Nexvet’s standalone projections and of the potential synergies. Ms. Geraldine Farrell, General Counsel and Vice President of Operations at Nexvet, outlined key legal issues that would relate to a potential sale of Nexvet.

On July 15, 2016, Goldman Sachs, financial adviser to Zoetis, provided feedback to Evercore that, based on Zoetis’ due diligence investigation, Zoetis was considering a revised offer. Evercore indicated to Goldman Sachs that the aggregate consideration would need to be increased above the amount Zoetis had initially offered in its initial indication of interest in order to be acceptable to Nexvet.

On July 19, 2016, Zoetis communicated to Nexvet’s management that it was discontinuing further discussions on the acquisition of Nexvet and withdrawing its offer because certain due diligence findings caused them to reduce their estimate of the value of Nexvet.

On July 21, 2016, Nexvet’s management and Evercore outlined to the Nexvet Board the events leading to Zoetis’ withdrawal of its offer and Zoetis’ reasoning for doing so. Following discussion, including a discussion of the short-term implications of the transaction not proceeding, the Nexvet Board authorized Nexvet’s management to re-engage in discussions with Party A with respect to a license or strategic collaboration and explore available fundraising options, pending termination of exclusivity with Zoetis.

From August 2016 to January 2017, the Nexvet Board, Nexvet’s management, DLA Piper, Cowen and Evercore continued their discussions from time to time regarding a license or strategic collaboration with Party A, available fundraising options and the merits of a sale of the business. During this period, Nexvet considered entering the equity capital markets, and conducted certain confidential marketing activities with Cowen, but determined not to do so given market conditions. Nexvet’s management, at the direction of the Nexvet Board, also engaged with executives from various companies in the industry to explore interest in possible licensing or acquisition transactions.

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On October 4, 2016, Dr. Heffernan and Mr. Lismore met with the leadership team of Party A to profile the Nexvet business and discuss a potential licensing transaction.

On October 5, 2016, Dr. Heffernan and Mr. Lismore met with the leadership team of Party B to profile the Nexvet business and discuss a potential licensing transaction.

On December 21, 2016, Nexvet’s management received a non-binding licensing proposal from Party B.

On January 3, 2017, Nexvet’s management received a preliminary, informal acquisition proposal from Party C. Nexvet’s management requested Party C to formalize its proposal, which Party C subsequently declined to do.

On January 20, 2017, Nexvet’s management received a non-binding licensing proposal from Party D.

On January 21, 2017, Nexvet’s management received a revised licensing proposal from Party B.

On January 26, 2017, Nexvet’s management held a presentation for Party E at Evercore’s offices in New York.

On February 4, 2017, Nexvet’s management presented an update to the Nexvet Board regarding a potential license or strategic collaboration with Party E and certain other parties interested in a license of Nexvet’s lead product candidates (ranevetmab and frunevetmab).

On February 10, 2017, Nexvet’s management received two non-binding licensing proposals from Party E for each of Nexvet’s lead product candidates, and Party E commenced its due diligence investigation. On the same day, Party D submitted a revised non-binding licensing proposal to Nexvet. Evercore engaged with Party D to clarify its proposal and inquired as to Party D’s interest in exploring a potential acquisition.

On February 16, 2017, the Nexvet Board authorized Nexvet’s management to re-engage Zoetis to ascertain Zoetis’ interest and progress the discussions with respect to a potential acquisition of Nexvet. The Nexvet Board also noted Nexvet’s cash position and encouraged Nexvet’s management to prioritize the lead product candidates in the allocation of available cash resources. The same day, Dr. George Gunn, Chairman of the Nexvet Board, contacted Mr. Juan Ramón Alaix, Chief Executive Officer of Zoetis, to invite a new offer to acquire Nexvet.

Following this meeting and until the signing of the Transaction Agreement, representatives of Zoetis, with the assistance of their financial and legal advisers, conducted extensive due diligence on Nexvet covering a broad range of topics, including corporate, commercial, intellectual property, regulatory, financial, accounting, legal and business matters.

On February 24, 2017, Nexvet’s management received a non-binding licensing proposal from Party F.

On February 27, 2017, Nexvet’s management provided a detailed updated business overview to the Zoetis leadership team, highlighting program developments and accomplishments since the prior communications between the parties in 2016.

During February 2017, Party E conducted extensive due diligence on Nexvet, including a site visit to its Irish manufacturing facility.

On March 3, 2017, Nexvet’s management received a non-binding indication of interest from Zoetis to acquire the outstanding share capital of Nexvet for an aggregate value in the range of $70 million to $80 million in cash, plus expected cash on hand at closing (amount to be confirmed in diligence).

On March 10, 2017, Morgan Lewis, outside U.S. legal counsel to Zoetis, and Arthur Cox, Irish legal counsel to Zoetis, provided preliminary drafts of the Transaction Agreement and the Expenses Reimbursement Agreement.

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From March 10, 2017 until the execution of the Transaction Agreement and Expenses Reimbursement Agreement, Nexvet, Zoetis, and their respective legal and financial advisers exchanged drafts of the Transaction Agreement and Expenses Reimbursement Agreement and held extensive negotiations relating to their terms and conditions.

On March 17, 2017, Nexvet’s management received a non-binding indication of interest from Party D to acquire the outstanding share capital of Nexvet for $48 million in cash plus $30 million of additional consideration contingent on the performance of Nexvet’s lead product candidates representing an aggregate transaction value of up to $78 million, or $6.17 per share.

On March 22, 2017, following its due diligence review, Party E provided to Evercore a revised non-binding licensing proposal with lower terms than its prior proposal.

On March 22, 2017, the Nexvet Board held a special meeting to review and discuss potential strategic alternatives. Nexvet’s management reviewed and discussed Party E’s reduced non-binding licensing proposal and Party D’s acquisition proposal and potential responses. The Nexvet Board instructed Evercore to reach out to Party E and see if there was any interest in exploring a possible acquisition of Nexvet. Evercore followed up with Party E, and Party E indicated that they were unlikely to pursue an acquisition of Nexvet.

On March 28, 2017, Nexvet received a non-binding letter of interest from Zoetis expressing an interest to acquire the outstanding share capital of Nexvet for $70 million in cash, or $5.54 per share.

On March 31, 2017, Dr. Gunn held a meeting in New Jersey with Mr. Alaix to discuss Zoetis’ non-binding letter of interest and the potential acquisition of Nexvet. During that meeting, Mr. Alaix agreed in principle to increase Zoetis’ offer to $85 million in cash, or $6.72 per share.

On April 3, 2017, the Nexvet Board met and discussed the revised terms proposed by Zoetis as well as the terms then being proposed by Party E and Party D and the status of negotiations with Zoetis and its counsel. Representatives from Evercore also attended the meeting. At this meeting, Evercore presented a summary of Nexvet’s standalone projections and a preliminary valuation analysis of Nexvet. The Nexvet Board instructed Evercore to ask Party D whether it would consider improving the terms of its offer, which Evercore did.

On April 5, 2017, Nexvet received a revised non-binding letter of interest from Zoetis confirming the increased offer amount of $85 million in cash, or $6.72 per share.

On April 10, 2017, the Nexvet Board called a special meeting to consider all potential offers and discuss the terms of Zoetis’ revised offer. Nexvet’s management and representatives of Evercore, DLA Piper and Matheson attended the meeting. Evercore presented a summary of the Zoetis proposal, an overview of the interaction with various parties throughout the process, and Evercore’s valuation analysis of Nexvet. The Nexvet Board also reviewed and discussed at length various scenarios for Nexvet continuing on a standalone basis, the business and financial prospects of Nexvet and the perceived risks associated with continuing its operations on a standalone basis. The Nexvet Board also discussed, among other things, the level of financing required to compete and accomplish Nexvet’s strategic objectives, the current financing environment for clinical-stage companies in Nexvet’s industry, the anticipated terms of an equity financing for Nexvet in fiscal 2017, the anticipated timing and requirements for equity financings in future periods and the dilutive impact of Nexvet’s current and future capital needs on existing shareholders. During the meeting, DLA Piper and Matheson reviewed the Nexvet Board’s fiduciary duties in the context of evaluating Zoetis’ revised proposal and considering strategic alternatives. The Nexvet Board also considered that the typical transaction protection provisions in an Irish public company sale transaction are significantly less burdensome than in a similar U.S. transaction and, accordingly present a relatively low entry barrier to a third party that may be interested in acquiring Nexvet.

On April 11, 2017, Party D contacted Evercore to confirm that it was unwilling to improve the terms of its acquisition proposal at that time.

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On April 12, 2017, the Nexvet Board held a special meeting to consider approving the proposed transaction with Zoetis as well as the related transaction documents. Nexvet’s management and representatives of Evercore, Cowen, DLA Piper and Matheson attended the meeting. At the meeting, Nexvet’s management, together with Evercore, DLA and Matheson, updated the Nexvet Board on all of the material terms of the transaction, the transaction documents and the resolution of all significant issues. At the request of the Nexvet Board, Evercore reviewed its financial analyses with respect to the financial terms of the Acquisition, including a confirmation that it considered such financial terms to be fair and reasonable, having taken into account the commercial assessments of the Nexvet Directors. Later that day, Evercore issued a written opinion to the Nexvet Board stating that, as of April 12, 2017, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Evercore as set forth therein, the $6.72 per share Consideration to be received by Nexvet Shareholders pursuant to the Acquisition was fair, from a financial point of view, to such Nexvet Shareholders. After deliberations and consideration, the members of the Nexvet Board unanimously determined that the Acquisition was fair and reasonable and in the best interests of Nexvet and Nexvet Shareholders, taken as a whole, and approved the Transaction Agreement and the other transactions contemplated by the Transaction Agreement. The Nexvet Board also recommended that Nexvet Shareholders vote in favor of the Acquisition pursuant to the Scheme and instructed Nexvet’s management and counsel to finalize all documentation related to the Zoetis transaction as promptly as practicable, including the Transaction Agreement, the Expenses Reimbursement Agreement and the Rule 2.5 Announcement.

Reasons for the Acquisition

In reaching its determination, the Nexvet Board consulted with Nexvet’s management, Evercore, Cowen and its outside legal advisers, drew on its knowledge of the business, operations, properties, assets, financial condition, operating results, historical market prices and prospects of Nexvet and considered the following factors in favor of the Acquisition:

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In the course of its deliberations, the Nexvet Board also considered a variety of risks and other countervailing factors, including:

The foregoing summary of the factors considered by the Nexvet Board is not intended to be exhaustive, but does set forth the principal factors considered by the Nexvet Board. The Nexvet Board collectively reached the unanimous conclusion to recommend the Acquisition in light of the various factors described above and other factors that each member of the Nexvet Board felt was appropriate. In view of the wide variety of factors considered by the Nexvet Board in connection with its evaluation of the Acquisition and the complexity of these matters, the Nexvet Board did not consider it practical and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Rather, the Nexvet Board makes its recommendation based on the totality of information presented to and the investigation conducted by it, with the assistance of its advisers. In considering the factors discussed above, individual Nexvet Directors may have given different weights to different factors.

As a result, the Nexvet Board considers the terms of the Acquisition to be fair and reasonable to, and in the best interests of, Nexvet and Nexvet Shareholders taken as a whole and unanimously recommends that Nexvet Shareholders vote in favor of the Acquisition and the Scheme.

Upon the Scheme becoming effective, each Nexvet Director will resign from the Nexvet Board. We expect one or more persons affiliated with Zoetis will be appointed to the Nexvet Board.

The Nexvet Group is party to indemnification agreements with each of the Nexvet Directors that require Nexvet to, among other things, indemnify the Nexvet Directors against certain liabilities that may arise by reason of their

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status of service as Nexvet Directors. In addition, pursuant to the terms of the Transaction Agreement, the Nexvet Directors will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from Nexvet.

Further information explaining the effect of the Acquisition on the interests of the Nexvet Directors and executive officers is set out in paragraph 7 of Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ) of this document.

For a period of one year following the Effective Date, Zoetis has agreed to provide, or cause to be provided, to each Nexvet Employee, following any consultation processes which are required by Law or pursuant to existing contractual obligations:

The Nexvet Board understands that, at this point in time, Zoetis has not yet developed its plans regarding the potential impact of the Acquisition on Nexvet’s operations, including its employees, locations of business or redeployment of fixed assets. The Nexvet Board understands that any such strategic plans will be finalized once the Acquisition has been completed and Zoetis has obtained a greater insight into the day-to-day operations of the Nexvet Group, but welcomes the commitments given by Zoetis in the Transaction Agreement and as set out above. Further details of Zoetis’ intentions for the management, employees and locations of Nexvet are set out in paragraph 5 of Part 2 ( Letter from Bidco ) of this document and the effects of the Acquisition on Nexvet Convertible Securities are set out in paragraph 8 of Part 1 ( Nexvet Plans and Nexvet Convertible Securities ).

The following summary of the Expenses Reimbursement Agreement is qualified by reference to the complete text of the Expenses Reimbursement Agreement, which is attached to this document as Annex B.

In connection with the Acquisition, Nexvet and Zoetis entered into an Expenses Reimbursement Agreement dated April 13, 2017, the terms of which have been consented to by the Panel. Under the Expenses Reimbursement Agreement, Nexvet has agreed to pay to Zoetis in certain circumstances an amount equal to all documented, specific quantifiable third party costs and expenses incurred by Zoetis and/or Bidco, or on its behalf, for the purposes of, in preparation for, or in connection with the Acquisition, exploratory work carried out in contemplation of and in connection with the Acquisition, legal, financial, accounting and commercial due diligence, arranging finance and engaging advisers to assist in the process. The gross amount payable to Zoetis pursuant to the Expenses Reimbursement Agreement may not, in any event, exceed 1% of the total value of the

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issued and to be issued share capital of Nexvet that is the subject of the Acquisition. The circumstances in which such payment will be made are:

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If and to the extent that any relevant Tax Authority correctly determines that the Zoetis Reimbursement Payment is consideration for a Taxable supply and that Nexvet is liable to account to a Tax Authority for VAT in respect of such supply and that all or any part of such VAT is Irrecoverable VAT, then (a) the amount payable by Nexvet by way of the Zoetis Reimbursement Payment, together with any Irrecoverable VAT arising in respect of the supply for which the payment is consideration, shall not exceed the Cap; and (b) to the extent that Nexvet has already paid an amount in respect of the Zoetis Reimbursement Payment which exceeds the amount of the Cap, Zoetis shall repay to Nexvet the portion of the Irrecoverable VAT in excess of the Cap. If Zoetis makes any such repayments to Nexvet, and after making such a repayment, Nexvet becomes entitled to recover all, or any part, of the related VAT from the relevant Tax Authority, Nexvet shall notify Zoetis without delay and, as soon as practicable, repay to Zoetis the lesser of: (a) the amount recoverable from the Tax Authority; and (b) the sum paid by Zoetis to Nexvet.

Evercore Partners International LLP and the Nexvet Board have each confirmed in writing to the Panel that, in the opinion of Evercore and the Nexvet Board (respectively), in the context of the Note to Rule 21.2 of the Takeover Rules and the Acquisition, the Expenses Reimbursement Agreement is in the best interests of Nexvet Shareholders.

The following summary of the Transaction Agreement is qualified by reference to the complete text of the Transaction Agreement, which is attached to this document as Annex A.

In connection with the Scheme, Nexvet, Bidco and Zoetis entered into a Transaction Agreement on April 13, 2017, which governs their relationship during the period until the Scheme becomes effective, lapses or is withdrawn and which contains certain assurances in relation to the implementation of the Scheme and the conduct of Nexvet’s business up to the Effective Date.

Under the terms of the Transaction Agreement, the parties agree:

Under the Transaction Agreement, Nexvet has agreed that, from the date of the Transaction Agreement through the Effective Time or the date, if any, on which the Transaction Agreement is terminated, as discussed in

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paragraph 7.4 of this Part 1 ( Termination of the Transaction Agreement ) of this document, except as may be required by law, or as required or expressly permitted by the Transaction Agreement, Nexvet and its Subsidiaries will conduct their business in the ordinary course consistent with past practice in all material respects. Furthermore, Nexvet has agreed not to take, and cause its Subsidiaries not to take, any of the following actions (except as may be required by Law, or as expressly contemplated or permitted by the Transaction Agreement, or to the extent Zoetis consents in writing):

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In addition, Nexvet has agreed to take, and cause its Subsidiaries to take, certain actions:

The agreements related to the conduct of Nexvet’s business are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Transaction Agreement, including information contained in a Disclosure Letter provided by Nexvet to Zoetis in connection with the signing of the Transaction Agreement. The Disclosure Letter contains information that modifies, qualifies and creates exceptions to the agreements relating to the conduct of Nexvet’s business set forth in the Transaction Agreement. The agreements relating to the conduct of Nexvet’s business contained in the Transaction Agreement are complicated and not easily summarized. You are urged to carefully read Schedule 1 of the Transaction Agreement, which is attached to this document as Annex A.

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The Transaction Agreement contains representations and warranties made by Nexvet to Zoetis and Bidco and representations and warranties made by Zoetis and Bidco to Nexvet. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Transaction Agreement, including (in the case of the representations and warranties made by Nexvet) information contained in a Disclosure Letter provided by Nexvet to Zoetis in connection with the signing of the Transaction Agreement. The Disclosure Letter contains information that modifies, qualifies and creates exceptions to Nexvet’s representations and warranties set forth in the Transaction Agreement. Furthermore, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality different from that generally applicable to public disclosures to shareholders. Moreover, certain representations and warranties in the Transaction Agreement were used for the purpose of allocating risk between Nexvet and Zoetis rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the Transaction Agreement as characterizations of the actual state of facts about Nexvet or Zoetis. This description of the representations and warranties is included to provide Nexvet Shareholders with additional information regarding the terms of the Transaction Agreement. It is not intended to provide any other factual information about Nexvet or Zoetis.

In the Transaction Agreement, Nexvet has made representations and warranties to Zoetis and Bidco with respect to, among other things:

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The representations and warranties included in the Transaction Agreement are complicated and not easily summarized. You are urged to carefully read clause 6 of the Transaction Agreement, which is attached to this document as Annex A.

The Transaction Agreement may be terminated at any time prior to the Effective Time by either Nexvet or Zoetis:

In addition, the Transaction Agreement may be terminated at any time prior to the Effective Time by Zoetis in the event that a Nexvet Change of Recommendation will have occurred prior to the EGM or the Nexvet Board or any Committee thereof withdraws (or modifies in any manner adverse to Zoetis) or proposes publicly to withdraw (or modify in any manner adverse to Zoetis) the Scheme Recommendation.

In addition, the Transaction Agreement may be terminated at any time prior to the Effective Time by Nexvet in connection with a Nexvet Superior Proposal where a Final Recommendation Change Notice has been delivered.

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Subject to any actions which Nexvet is required to take so as to comply with the requirements of the Takeover Rules, Nexvet has agreed that neither it nor any of its Subsidiaries will, and that it will use all reasonable endeavors to cause its and their respective Representatives and any person acting in concert with Nexvet not to, directly or indirectly: (1) solicit, initiate, facilitate or encourage any enquiry with respect to, or the making or submission of, any Nexvet Alternative Proposal, (2) participate in any discussions or negotiations regarding a Nexvet Alternative Proposal with, or, except as required by Law, furnish any nonpublic information regarding Nexvet to, any person that has made or, to Nexvet’s knowledge, is considering making a Nexvet Alternative Proposal, except to notify such person as to the existence of the provisions of this paragraph, or (3) expressly waive, terminate, amend or modify any provision of any “standstill” or similar obligation of any person with respect to Nexvet or any of its Subsidiaries; provided that Nexvet shall not be (x) prohibited from permitting any person to make a Nexvet Alternative Proposal privately to the Nexvet Board or (y) required to take, or be prohibited from taking, any action otherwise prohibited or required by this paragraph if the Nexvet Board determines, in good faith (after consultation with its outside legal counsel), that failure to take such action or permit such inaction would be inconsistent with the directors’ fiduciary duties under applicable Law. Nexvet has agreed to, and to cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted prior to the date of the Transaction Agreement with respect to any Nexvet Alternative Proposal, or any enquiry or proposal that may reasonably be expected to result in a Nexvet Alternative Proposal, request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such person or its Representatives.

Notwithstanding the limitations set forth above, if Nexvet receives a written Nexvet Alternative Proposal that did not result from a knowing or intentional breach of obligations described in the above paragraph, Nexvet may take any or all of the following actions: (i) contact the person who makes such Nexvet Alternative Proposal to understand the terms and conditions thereof; (ii) furnish non-public information to the third party (and any persons acting in concert with such third party and to their respective potential financing sources and representatives) making such Nexvet Alternative Proposal (provided that all such information has previously been provided to Zoetis or is provided to Zoetis concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, Nexvet receives from the third party an executed confidentiality agreement on terms no less restrictive of such person than the confidentiality agreement entered into between Zoetis and Nexvet and (iii) engage in discussions or negotiations with the third party with respect to such Nexvet Alternative Proposal; provided that Nexvet shall not be permitted to take the action set forth above unless the Nexvet Board has determined in good faith (after consultation with Nexvet’s financial advisers and outside legal counsel) that such Nexvet Alternative Proposal is, or would reasonably be expected to lead to, a Nexvet Superior Proposal.

Nexvet has agreed to promptly (and in any event within 24 hours of receipt) notify Zoetis of the receipt of any Nexvet Alternative Proposal and indicate the material terms and conditions of such Nexvet Alternative Proposal and the identity of the person making any such Nexvet Alternative Proposal, and thereafter will promptly keep Zoetis informed on a current basis of any material change to the terms and status of any such Nexvet Alternative Proposal. Nexvet will provide to Zoetis as soon as reasonably practicable after receipt or delivery thereof (and in any event within 24 hours of receipt or delivery) copies of all written correspondence and other written material exchanged between Nexvet or any of its Subsidiaries and the person making any such Nexvet Alternative Proposal (or such person’s representatives) that describes any of the material terms or conditions of such Nexvet Alternative Proposal, including draft agreements or term sheets submitted by either party in connection therewith. Nexvet will not, and will cause its Subsidiaries not to, enter into any confidentiality or other agreement with any person subsequent to the date of the Transaction Agreement that prohibits Nexvet from providing such information to Zoetis.

Except under certain circumstances, Nexvet has agreed that neither the Nexvet Board nor any committee thereof will (i) withdraw (or modify in any manner adverse to Zoetis), or propose publicly to withdraw (or modify in any

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manner adverse to Zoetis), the Scheme Recommendation; (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable any Nexvet Alternative Proposal; or (iii) cause or allow Nexvet or any of its Subsidiaries to execute or enter into, any expenses reimbursement agreement or break fee payment agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, transaction agreement, implementation agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement constituting or with respect to, or that would reasonably be expected to lead to, any Nexvet Alternative Proposal, or requiring, or reasonably expected to cause, Nexvet to abandon, terminate, delay or fail to consummate the Acquisition.

Nothing in the Transaction Agreement prohibits or restricts the Nexvet Board from making a Nexvet Change of Recommendation if the Nexvet Board has given not less than 48 hours’ notice to Zoetis of the holding of a meeting of the Nexvet Board (or a committee thereof) at which a Nexvet Change of Recommendation is to be considered and has concluded, in good faith (after consultation with Nexvet’s outside legal counsel and financial advisers) that: (i) the relevant Nexvet Alternative Proposal constitutes a Nexvet Superior Proposal; and (ii) that the failure to make a Nexvet Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that (x) promptly (and in any event within 48 hours) following the Nexvet Board’s determination (after consultation with Nexvet’s outside legal counsel and financial advisers) that the relevant Nexvet Alternative Proposal constitutes a Nexvet Superior Proposal, Nexvet has provided a written notice to Zoetis advising Zoetis that Nexvet has received a Nexvet Alternative Proposal and specifying the material terms of such Nexvet Alternative Proposal, the identity of the person making such Nexvet Alternative Proposal, including written notice of the determination of the Nexvet Board that such Nexvet Alternative Proposal constitutes a Nexvet Superior Proposal and (y) Nexvet has provided Zoetis with an opportunity, for a period of five Business Days following the time of delivery to Zoetis of the Superior Proposal Notice, to discuss in good faith the terms and conditions of the Transaction Agreement and the Transactions, including an increase in, or modification of, the Consideration, and such other terms and conditions such that the relevant Nexvet Alternative Proposal no longer constitutes a Nexvet Superior Proposal.

The Transaction Agreement provides that, for a period of one year following the Effective Date, Zoetis will provide, or will cause to be provided to each Nexvet Employee, following any consultation processes which are required by Law or pursuant to existing contractual obligations: (i) a base salary or wage rate that is no less favorable than the base salary or wage rate provided to such Nexvet Employee immediately prior to the Effective Time; (ii) for Australian and Irish Nexvet Employees, superannuation or pension payments (as applicable), that are no less favorable in the aggregate to the payments included in any total fixed remuneration provided to such Nexvet Employee immediately prior to the Effective Time; (iii) cash bonus opportunities no less favorable in the aggregate than those provided to such Nexvet Employee immediately prior to the Effective Time; (iv) equity compensation opportunities under the equity compensation plans of Zoetis or its affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Nexvet Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Nexvet Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favorable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Nexvet Employee in accordance with the severance formula set out in Schedule 2 of the Transaction Agreement, which is attached to this document at Annex A.

For purposes of (i) eligibility, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides benefits to any Nexvet Employee after the Effective Time (the “ New Plans” ), which exclude any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each

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Nexvet Employee shall be credited with his or her years of service with Nexvet, Nexvet’s Subsidiaries and its predecessors before the Effective Date, to the same extent as such Nexvet Employee was entitled, before the Effective Time, to credit for such service under any similar Nexvet Benefit Plan in which such Nexvet Employee participated; provided, however, that the foregoing shall not apply to any cash incentive, equity or equity based plans or awards or to the extent that its application would result in a duplication of benefits with respect to the same period of service.

For purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits to any Nexvet Employee, Zoetis shall use all reasonable endeavors to cause: (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual was subject to such conditions under the comparable Nexvet Benefit Plan immediately prior to the Effective Date (an “ Old Plan ”); and (ii) any co-payments and deductibles paid by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Where Zoetis maintains any of the Old Plans in full force and effect, the above provisions will not apply with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in the Transaction Agreement will require Zoetis to replace the Old Plans with New Plans.

Zoetis agrees that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, or otherwise in respect of acts or omissions occurring at or prior to the date of the Effective Time existing at the date of the Transaction Agreement in favor of each present and former director, officer or employee of Nexvet or any of its Subsidiaries (the “ Indemnified Parties ”) provided for in their respective organizational documents or any indemnification or similar agreements will survive the Acquisition and continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Zoetis shall cause Nexvet to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Nexvet’s and its Subsidiaries’ organizational documents or any indemnification or similar agreements, in the form that is in effect as of the date of the Transaction Agreement, and shall not, and shall cause Nexvet not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of Nexvet.

During the period commencing at the Effective Time and ending on the sixth (6 ^th ) anniversary of the Effective Time, Zoetis shall, and shall cause Nexvet to, indemnify and hold harmless, and advance expenses to, the Indemnified Parties against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities in connection with any actual or threatened action arising out of, relating to or in connection with (i) the fact that such Indemnified Party is or was a director or officer of Nexvet or any of its Subsidiaries, (ii) any acts or omissions occurring or alleged to occur prior to or at the Effective Time in such Indemnified Party’s capacity as a director, officer, employee or agent of Nexvet or any of its Subsidiaries, or (iii) the Acquisition, the Transaction Agreement or the transactions contemplated thereby.

Prior to the Effective Time, Nexvet shall obtain and fully pay for “tail” insurance policies with a claims period of no more than six (6) years from and after the Effective Time from an insurance carrier with the same or better credit rating as Nexvet’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with benefits and levels of coverage not materially more favorable than Nexvet’s existing policies (the “ Existing Policies ”) with respect to matters existing or occurring at or prior to the Effective Time (including with respect to acts and omissions occurring in connection with the Transaction Agreement, the Acquisition or the other transactions or actions contemplated thereby) and, if such policies have been obtained,

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Zoetis shall, and shall cause Nexvet to, maintain such policies in full force and effect after the Effective Time; provided, however, that in no event shall Nexvet pay, or be required to pay, for such “tail” policies a one-time premium in excess of 250% of Nexvet’s current aggregate annual premium amount under its Existing Policies. If Nexvet for any reason fails to obtain such tail policy, Nexvet shall, and Zoetis shall cause Nexvet to, maintain in effect for not less than six (6) years from the Effective Time the Existing Policies for the Indemnified Parties otherwise covered by such Existing Policies; provided that (i) Nexvet may substitute therefor policies of substantially the same coverage containing terms and conditions that are no less advantageous to such Indemnified Parties and are from an insurance carrier with the same or better credit rating as Nexvet’s current insurance carrier; and (ii) Nexvet shall not be required to pay annual premiums for the Existing Policies (or for any substitute policies) in excess of 250% of the annual premiums paid for the Existing Policies prior to the date of the Transaction Agreement (the “ Maximum Premium ”). In the event any future annual premiums for the Existing Policies (or any substitute policies) exceed such amount, the Surviving Entity shall be entitled to reduce the amount of coverage of the Existing Policies (or any substitute policies) to the maximum amount of coverage that can be obtained for a premium equal to such amount.

The Transaction Agreement also contains covenants relating to the preparation and distribution of this document and all requisite regulatory filings.

Nexvet has agreed to do everything necessary to procure that with effect from the Effective Time, the Nexvet Plans are terminated.

Nexvet has also agreed to do everything necessary to procure that all Nexvet Options and Nexvet RSUs, whether vested or unvested, that are outstanding and unexercised as of immediately prior to the Effective Time shall, at the Effective Time, automatically (and without any action on the part of any holder thereof) be cancelled and terminated. At the Effective Time, all Nexvet Options and Nexvet RSUs shall no longer be exercisable for or convertible into Nexvet Shares except that:

The Nexvet Warrants will remain in existence (subject to their terms) following the Effective Time, but the proposed new Article 193 of Nexvet’s articles of association will result in any share in the capital of Nexvet issued upon exercise of Nexvet Warrants following the Scheme Record Time being immediately acquired by Bidco from the holder of the Nexvet Warrant for the Consideration. The proposed new Article 193 is set out in Resolution 5 in the notice of the EGM set out in Part 11 ( Notice of Extraordinary General Meeting of Nexvet Biopharma plc ) of this document.

Zoetis and Bidco have received irrevocable undertakings from all members of the Nexvet Board (Christopher Brown, George Gunn, Ashraf Hanna, Mark Heffernan, Cormac Kilty, Joseph McCracken, Rajiv Patel

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and John Payne) that they will vote in favor of the Proposals and Resolutions at the Meetings in their capacity as shareholders in respect of their entire beneficial holdings of Nexvet Shares. In the aggregate, this amounts to 543,813 Nexvet Shares, representing approximately    % of the issued and outstanding ordinary share capital of Nexvet on April 30, 2017.

In addition, Zoetis and Bidco have received irrevocable undertakings from Farallon Capital Management LLC (acting through related companies), Adage Capital Partners GP LLC and Broadfin Capital LLC that they will vote in favor of the Proposals and Resolutions at the Meetings in respect of their entire beneficial holdings of Nexvet Shares. In the aggregate, this amounts to 4,570,896 Nexvet Shares, representing approximately    % of the issued and outstanding ordinary share capital of Nexvet on            , 2017.

The irrevocable undertakings from members of the Nexvet Board referred to above shall lapse upon the occurrence of certain events, namely the earlier to occur of the following:

The irrevocable undertaking from each of the Nexvet Shareholders referred to above shall lapse upon the occurrence of certain events, namely the earliest to occur of the following:

On completion of the Acquisition, Nexvet will become a direct wholly-owned Subsidiary of Bidco and a wholly-owned indirect Subsidiary of Zoetis, and trading of Nexvet Shares on NASDAQ will be cancelled. Following such cancellation, the Nexvet Shares will not be publicly-traded or listed on a securities exchange in the United States or elsewhere and will be deregistered under the Exchange Act.

Any share certificates in respect of the Nexvet Shares will cease to be of value and should at the request of Nexvet be delivered to Nexvet, or any person appointed by Nexvet, for cancellation or destruction following the Effective Date. It is intended that Nexvet will be re-registered as a private limited company following the Effective Date.

Your attention is drawn to the Evercore Fairness Opinion which is contained in Annex C to this document.

Evercore Partners International LLP is acting as independent financial adviser to the Nexvet Directors in relation to the Acquisition for the purposes of Rule 3 of the Takeover Rules.

As part of its engagement, the Nexvet Directors requested that Evercore render an opinion in accordance with its customary practice with respect to the fairness, from a financial point of view, to Nexvet Shareholders of the Consideration to be received by Nexvet Shareholders pursuant to the Scheme. On April 12, 2017, Evercore made a presentation of its advice to the Nexvet Board regarding the financial terms of the Acquisition, including a confirmation that it considered such financial terms to be fair and reasonable, having taken into account the commercial assessments of the Nexvet Directors. Later that day, Evercore issued a written opinion to the Nexvet Board stating that, as of April 12, 2017, and based upon and subject to the assumptions made, procedures

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followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Evercore as set forth therein, the $6.72 per share Consideration to be received by Nexvet Shareholders pursuant to the Scheme was fair, from a financial point of view, to such Nexvet Shareholders.

Nexvet urges Nexvet Shareholders to read the entire Evercore Fairness Opinion carefully to learn about the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Evercore in rendering the Evercore Fairness Opinion.

Your attention is drawn to paragraph 11 of Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ) of this document which contains a discussion of the Evercore Fairness Opinion.

Your attention is drawn to the information set out in the rest of this document. You are advised to read this document in its entirety and not to rely solely on the information in this Part 1 ( Letter of Recommendation from the Nexvet Board ) of this document.

Your attention is drawn to the summary of the action to be taken at pages 19-23 of this document.

Persons who are resident in, or who are citizens of, jurisdictions outside of Ireland or the United States should refer to paragraph 10 of Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ) of this document, which contains important information relevant to such persons.

Nexvet (NASDAQ: NVET) is a clinical-stage biopharmaceutical company focused on transforming the therapeutic market for companion animals, such as dogs and cats, by developing and commercializing novel, species-specific biologics. Nexvet’s platform technology, which it refers to as “PETization,” is an algorithmic approach that enables Nexvet to rapidly create monoclonal antibodies (“ mAbs ”), a type of biologic that is designed to be recognized as “self” or “native” by an animal’s immune system, a property referred to as “100% species-specificity.” PETization is designed to build upon the safety and efficacy data from clinically tested human therapies to create new therapies for companion animals, which is intended to reduce clinical risk and development cost.

Nexvet is leveraging diverse global expertise and incentives to build a vertically integrated biopharmaceutical company, which conducts drug discovery in Australia, conducts clinical development in the United States and Europe and conducts manufacturing in Ireland. Nexvet’s registered and principal office is located at Unit 5, Sragh Technology Park, Rahan Road, Tullamore, County Offaly, Ireland.

Nexvet Shares have been traded in the United States on NASDAQ under the symbol “NVET” since Nexvet’s initial public offering in February 2015.

16. Recommendation

The Nexvet Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable to, and in the best interests of, Nexvet and Nexvet Shareholders taken as a whole. In providing its opinion to the Nexvet Directors, Evercore has taken into account the commercial assessments of the Nexvet Directors. The Nexvet Directors unanimously determined that the

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Expenses Reimbursement Agreement, the Transaction Agreement and the transactions contemplated thereby, including the Scheme, are fair and reasonable to, and in the best interests of, Nexvet and Nexvet Shareholders taken as a whole.

Accordingly, the Nexvet Directors unanimously recommend that Nexvet Shareholders vote in favor of the Scheme Meeting Resolution and the EGM Resolutions (or in the event that the Acquisition is implemented by way of a Takeover Offer, Nexvet Shareholders accept such Takeover Offer).

Yours faithfully,

Dr. George Gunn

Chairman of the Board, Nexvet Biopharma plc

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PART 2

LETTER FROM BIDCO

ZOETIS BELGIUM S.A.

(having its official seat in Louvain-la-Neuve, Belgium, registered with the Belgium trade register under number 0401.953.350 (RLE Nivelles))

Registered Office Laid Bumiat 1, B-1348 Louvain-la-Neuve Belgium

To Nexvet Shareholders, and, for information only, to holders of Nexvet Convertible Securities

RECOMMENDED ACQUISITION OF NEXVET BIOPHARMA PLC

Dear Nexvet Shareholder,

On April 13, 2017, Nexvet and Zoetis announced that they had reached agreement on the terms of a recommended acquisition of Nexvet by Zoetis through Bidco, a wholly-owned indirect Subsidiary of Zoetis.

The acquisition of Nexvet would strengthen Zoetis’ pipeline in monoclonal antibodies (mAbs), an important area where Zoetis is looking to expand its portfolio and sustain its leadership.

Zoetis believes this acquisition strengthens its research and development pipeline in biologics, including monoclonal antibodies for pain and other therapeutic areas in companion animals.

Zoetis (NYSE: ZTS) is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 60 years of experience in animal health, Zoetis discovers, develops, manufactures and markets veterinary vaccines and medicines, complemented by diagnostic products, genetic tests, biodevices and a range of services. Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in more than 100 countries. In 2016, Zoetis generated annual revenue of $4.9 billion with approximately 9,000 employees. Bidco is a wholly-owned indirect Subsidiary of Zoetis.

Zoetis’ financial adviser is Goldman Sachs & Co. LLC. Morgan, Lewis & Bockius LLP, New York and Arthur Cox, Dublin are providing legal advice to Zoetis and Bidco as to U.S. Law and Irish Law, respectively.

Under the terms of the Acquisition, Nexvet Shareholders will be entitled to receive $6.72 in cash per Nexvet Share, including any shares issued upon exercise of outstanding exercisable or convertible securities, in return for the cancellation of their shares, on the date the Scheme becomes effective. This consideration values the entire issued and to be issued share capital of Nexvet at approximately $85 million and represents:

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The Consideration payable by Bidco under the terms of the Acquisition will be funded by cash on hand and Bidco’s own financial resources. Goldman Sachs, financial adviser to Zoetis and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Consideration payable to Nexvet Shareholders under the terms of the Acquisition.

The acquisition of Nexvet would strengthen Zoetis’ pipeline in monoclonal antibodies, an important area where Zoetis is looking to expand its portfolio and sustain its leadership.

The global market for companion animal pain therapeutics is currently estimated at approximately $400 million annually. Zoetis has been a leader in companion animal pain based on its RIMADYL pharmaceutical non-steroidal anti-inflammatory (NSAID) product, and Nexvet’s pipeline product ranevetmab (a mAb targeting nerve-growth factor (NGF)) would complement Zoetis’ offering with the introduction of the industry’s first monoclonal antibody for chronic pain (monthly injectable). Ranevetmab would be a highly differentiated alternative to Zoetis’ NSAID pain products, which are administered daily instead of monthly, have a different form of administration and work through a different mechanism of action. Feline treatments for pain are limited, and Nexvet’s feline-specific injectable mAb (frunevetmab, also a mAb targeting NGF) could also open up a new opportunity in feline pain that is underserved today.

This transaction demonstrates Zoetis’ intent to remain the leader in animal health and innovation, and its judicious capital allocation strategy consisting of a mix of internal research and development and business development activities to grow the business and create value for shareholders.

At this point in time, Zoetis has not yet developed its plans regarding the potential impact of the Acquisition on Nexvet’s operations, including its employees, locations of business or redeployment of fixed assets. Any such strategic plans will be finalized once the Acquisition has been completed and Zoetis has obtained a greater insight into the day-to-day operations of Nexvet.

For a period of one year following the Effective Date, Zoetis has agreed to provide, or cause to be provided, to each Nexvet Employee, following any consultation processes which are required by Law or pursuant to existing contractual obligations:

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Upon the Scheme becoming effective, each Nexvet Director will resign from the Nexvet Board.

Upon completion of the Scheme, settlement of the Consideration will be effected within 14 days of the Effective Date. Full details of arrangements in connection with the payment of the Consideration are set out at paragraphs 3 and 4 of Part 4 ( The Scheme of Arrangement ) of this document and the Transaction Agreement.

Yours faithfully,

Roman Trawicki

Director, Zoetis Belgium S.A.

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PART 3

INFORMATION REQUIRED UNDER SECTION 452 OF THE ACT—RECOMMENDED ACQUISITION FOR CASH OF NEXVET

On April 13, 2017, Nexvet and Zoetis announced that they had reached agreement on the terms of a recommended acquisition for cash of the entire issued and to be issued share capital of Nexvet by Bidco by way of a scheme of arrangement under Chapter 1 of Part 9 of the Act.

Your attention is drawn to the letter of recommendation from the Nexvet Board in Part 1 ( Letter of Recommendation from the Nexvet Board ) of this document, which sets out the reasons why the Nexvet Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable to, and in the best interests of, Nexvet and Nexvet Shareholders taken as a whole and why the Nexvet Board unanimously recommends that all Nexvet Shareholders vote in favor of the Acquisition and the Scheme at the Scheme Meeting and at the EGM, as the Nexvet Directors intend to do in respect of their beneficial holdings of Nexvet Shares, which represented approximately    % of the existing issued share capital of Nexvet at the Voting Record Time. In providing its opinion to the Nexvet Directors, Evercore has taken into account the commercial assessments of the Nexvet Directors.

The Acquisition is to be effected by way of the scheme of arrangement between Nexvet and the Scheme Shareholders under Part 1 of Chapter 9 of the Act. The Scheme is set out in full in Part 4 ( The Scheme of Arrangement ) of this document. Under the terms of the Scheme, Bidco will pay the Consideration to Scheme Shareholders in consideration for the cancellation of their Cancellation Shares and/or the transfer to Bidco of their Transfer Shares. Immediately prior to the cancellation of the Cancellation Shares, one ordinary share in Nexvet will be issued to Zoetis or its nominee(s) at a price equal to the nominal value of such Nexvet ordinary share so as to ensure that Zoetis has 100% control of Nexvet on completion of the Acquisition.

If the Scheme is implemented, at the Effective Time, all Cancellation Shares will be cancelled pursuant to Sections 84 to 86 of the Act and all Transfer Shares will be transferred to Bidco in accordance with the Scheme. Nexvet will then issue New Nexvet Shares to Bidco in place of the Cancellation Shares and Bidco will pay the Consideration to Scheme Shareholders in consideration for the Acquisition. As a result of the Scheme, Nexvet will become a wholly-owned Subsidiary of Bidco.

The Scheme will require approval by Nexvet Shareholders at the Scheme Meeting, approval by Nexvet Shareholders at the EGM and the sanction of the High Court at the Court Hearing. The Scheme Meeting and the EGM and the nature of the approvals required to be given at the Meetings are described in more detail in paragraph 4 of this Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ). Each Nexvet Shareholder of record is entitled to be represented by counsel or a solicitor (at its own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

The Acquisition is subject to a number of Conditions (summarized in paragraph 3 of this Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ) and set out in full in Part 5 ( Conditions and Further Terms of the Acquisition and the Scheme ) of this document. The Acquisition can only become effective if the Conditions to the Acquisition have been satisfied or (where permissible) waived on or before the Effective Date in accordance with their respective terms.

Assuming the necessary approvals from Nexvet Shareholders have been obtained and all other conditions have been satisfied or, where applicable, waived, the Scheme will become Effective upon delivery to the Registrar of Companies of a copy of the Court Order, together with the minute required by Section 86(1) of the Act confirming the capital reduction necessary to implement the Scheme and registration of the Court

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Order and minute by the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Nexvet Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the EGM (and, if they attended and voted, whether or not they voted in favor). The Scheme is expected to become effective in the second half of 2017.

The Acquisition is conditional on, among other things, the Scheme becoming effective. The Conditions to the Acquisition and the Scheme are set out in full in Part 5 ( Conditions and Further Terms of the Acquisition and the Scheme ) of this document. The implementation of the Scheme and the Acquisition is conditional, among other things, upon:

The Scheme is subject to approval by Nexvet Shareholders at the Scheme Meeting as more fully described in paragraph 4.1 of this Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ) and its implementation will also require various approvals of Nexvet Shareholders (where eligible) at the separate EGM, as more fully described in paragraph 4.2 of this Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ), both of which will be held on            , 2017. The Scheme Meeting will be held at the offices of Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland on            , 2017, commencing at    a.m. (Irish time). The EGM will be held at the same location and place, commencing at    a.m. (Irish time) or, if later, immediately after the conclusion or adjournment of the Scheme Meeting. The purpose of the Scheme Meeting is to allow the High Court to ascertain whether Nexvet Shareholders are in favor of the Scheme. The purpose of the EGM is to seek approvals to facilitate the implementation of the Scheme, including but not limited to, to amend the Nexvet Constitution, to authorize the Nexvet Directors to take such action as they consider necessary or appropriate to carry the Scheme into effect, and the other matters described below.

Notices of the Scheme Meeting and the EGM are set out in the following parts of this document:

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The entitlement of Nexvet Shareholders to attend and vote at each Meeting (where eligible) is detailed in the section above entitled “ Action to be Taken/General Information .” The number of votes which may be cast at each Meeting will be determined by reference to the Register of Members of Nexvet at the Voting Record Time.

The Scheme Meeting has been convened for    a.m. (Irish time) on            , 2017, to enable Nexvet Shareholders at the Voting Record Time to consider and vote on a resolution proposing that the Scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court. At the Scheme Meeting, voting will be by poll and not a show of hands and each Nexvet Shareholder who is present in person or by proxy will be entitled to one vote for each Nexvet Share held for the purposes of sub-paragraph (b) below. The approval required at the Scheme Meeting is that those voting to approve the Scheme must:

It is important that as many votes as possible are cast at the Scheme Meeting so that the resolution to approve the Scheme can be passed and that the High Court may be satisfied that there is a fair representation of Nexvet Shareholder opinion when it is considering whether to sanction the Scheme. Nexvet urges Nexvet Shareholders who hold shares in street name to follow the instructions received from their brokerage firm, bank, dealer or other similar organization, to ensure the representation and voting of their Nexvet Shares at the Scheme Meeting. The Nexvet Board strongly urges Nexvet Shareholders of record to complete, sign, date, and return the proxy card marked “ Meeting 1—Scheme Meeting ” or to vote via the Internet at            by the Proxy Return Time to ensure the representation and voting of their Nexvet Shares at the Scheme Meeting.

In addition, the EGM has been convened for      a.m. (Irish time) on             , 2017 or, if later, as soon thereafter as the Scheme Meeting is concluded or adjourned. A quorum must be present in order to conduct any business at the EGM. The Nexvet Articles provide that Nexvet Shareholders may not take action at the EGM unless there is a quorum present. A quorum is present if one or more Nexvet Shareholders is present in person or by proxy holding not less than a majority of the issued and outstanding Nexvet Shares entitled to vote at the meeting. At the EGM, Nexvet Shareholders will consider and, if thought fit, pass the following resolutions (which in the case of special resolutions require the approval of at least 75% of the votes cast, and in the case of ordinary resolutions require the approval of a majority of the votes cast):

Resolution 1—Special Resolution

To amend the memorandum of association of Nexvet to broaden the objects of Nexvet in order to enable it to implement the Scheme.

Resolution 2—Ordinary Resolution

To approve the Scheme and to authorize the Nexvet Directors to take such action as they consider necessary or appropriate to carry the Scheme into effect.

Resolution 3—Special Resolution

To approve the cancellation of the Cancellation Shares pursuant to Section 84 of the Act.

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Resolution 4—Ordinary Resolution

To authorize the directors of Nexvet to effect the allotment of the New Nexvet Shares and to apply the reserve in the books arising upon the cancellation described above in paying up in full at par New Nexvet Shares.

Resolution 5—Special Resolution

To amend the Nexvet Articles so that any Nexvet Shares, other than any allotted and issued to Bidco and/or its nominee(s), allotted and issued following the Voting Record Time will either be subject to the terms of the Scheme or will be immediately and automatically acquired by Bidco for the same consideration per Nexvet Share as shall be payable to Nexvet Shareholders by Bidco under the Scheme.

Resolution 6—Special Resolution

To approve the cancellation of the Euro Deferred Shares pursuant to Section 84 of the Act.

Resolution 7—Ordinary Resolution

To approve a proposal to adjourn the EGM, if necessary, to solicit additional proxies in favor of approval of the resolutions to be considered at the EGM. Nexvet is submitting a proposal for consideration at the EGM to authorize the Chairman of the EGM to approve one or more adjournments of the EGM if there are not sufficient votes to approve the resolutions to be considered at the EGM at the time of the EGM. Even though a quorum may be present at the EGM, it is possible that Nexvet may not have received sufficient votes to approve the resolutions to be considered at the EGM by the time of the EGM. In that event, Nexvet would determine to adjourn the EGM in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the EGM for purposes of soliciting additional proxies to obtain the requisite Nexvet Shareholder approval to approve the EGM Resolutions. Any other adjournment of the EGM (e.g., an adjournment required because of the absence of a quorum or the previous adjournment of the Scheme Meeting) would be voted upon pursuant to the discretionary authority granted by the proxy.

Subject to the approval of the Resolutions (with the exception of Resolution 6 of the EGM) and the prior satisfaction (or waiver, where permissible) of the Conditions, the Court Hearing is expected to take place during the second half of 2017. Each Nexvet Shareholder is entitled to be represented by counsel or a solicitor (at its own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

Nexvet Shareholders of record have been sent proxy cards marked with the relevant number of the meeting for the Scheme Meeting and the EGM. Nexvet Shareholders of record are strongly urged to complete and return their relevant proxy cards (in respect of the Scheme Meeting the proxy card marked Meeting 1—Scheme Meeting and in respect of the EGM the proxy card marked Meeting 2—Extraordinary General Meeting ) to                as soon as possible and in any event, by no later than the Proxy Return Time.

Nexvet Shareholders who hold their shares in street name are strongly urged to follow the instructions received from their brokerage firm, bank, dealer or other similar organization in respect of the Scheme Meeting and the EGM.

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If Nexvet Shareholders who hold in street name, or brokers holding Nexvet Shares on behalf of their clients, cause abstentions to be recorded, these Nexvet Shares will be considered present for purposes of determining whether or not a quorum is present at the Meetings. However, abstentions will have no effect on the approval of any of the proposals.

A member of the NYSE (such as a brokerage firm, bank, dealer or other similar organization) who has received no instructions from its client is permitted to vote its client’s proxies at its discretion, if the vote relates to certain “routine” proposals. Where a proposal is not “routine,” such as the resolutions to be proposed at the Scheme Meeting and the EGM, a brokerage firm, bank, dealer or other similar organization who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. When a member of the NYSE indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, the missing votes are referred to as “broker non-votes.” The Resolutions to be proposed at the Scheme Meeting and the EGM are not “routine,” so a member of the NYSE who has received no instructions from its clients may not vote for or against the Resolutions. Those shares would be considered present for purposes of determining whether or not a quorum is present at the Meetings, but they are not entitled to vote and will have no effect on the approval of the Resolutions.

It is proposed that, under the Scheme, the Cancellation Shares will be cancelled pursuant to Sections 84 to 86 of the Act and all Transfer Shares will be transferred to Bidco. New Nexvet Shares will be issued to Bidco (and/or its nominee(s)) by the capitalization of the reserve arising from the cancellation of the Cancellation Shares. As a result of these arrangements, Nexvet will become a wholly-owned Subsidiary of Bidco.

Nexvet Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes). Nexvet Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Nexvet Articles be amended so that any Nexvet Shares issued after the Scheme Record Time (other than to Bidco) will be immediately and automatically transferred to Bidco on the same terms as under the Scheme.

It is expected that the Scheme will become effective and that the Acquisition will be completed in the second half of 2017. The Scheme can only become effective if all the Conditions to which the Scheme is subject have been satisfied or (where permissible) waived by no later than the End Date or such later date (if any) as Nexvet, Bidco and Zoetis may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow. Assuming the necessary approvals from Nexvet Shareholders have been obtained and all other conditions have been satisfied or (where permissible) waived, the Scheme will become Effective upon delivery to the Registrar of Companies of a copy of the Court Order, together with the minute required by Section 86(1) of the Act confirming the capital reduction necessary to implement the Scheme and registration of the Court Order and minute by the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Nexvet Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the EGM (and, if they attended and voted, whether or not they voted in favor).

This section describes the treatment of Nexvet Options, Nexvet RSUs and Nexvet Warrants. As is required under the Takeover Rules, appropriate proposals will be made to holders of Nexvet Convertible Securities in connection with the Scheme. The treatment given to all such Nexvet Convertible Securities will be as set forth below.

All Nexvet Options and Nexvet RSUs, whether vested or unvested, that are outstanding and unexercised as of immediately prior to the Effective Time shall, at the Effective Time, automatically (and without any

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action on the part of any holder thereof) be cancelled and terminated. At the Effective Time, all Nexvet Options and Nexvet RSUs shall no longer be exercisable for or convertible into Nexvet Shares except that:

The Nexvet Warrants will remain in existence (subject to their terms) following the Effective Time, but the proposed new Article 193 of Nexvet’s articles of association will result in any share in the capital of Nexvet issued upon exercise of Nexvet Warrants following the Scheme Record Time being immediately acquired by Bidco from the holder of the Nexvet Warrant for the Consideration. The proposed new Article 193 is set out in Resolution 5 in the notice of the EGM set out in Part 11 ( Notice of Extraordinary General Meeting of Nexvet Biopharma plc ) of this document.

The effect of the Scheme on the interests of the Nexvet Directors and executive officers does not differ from its effect on the like interests of other persons, except as disclosed in this paragraph 7.

The names of the Nexvet Directors and executive officers are listed below. The address of each person listed in the table below is c/o Nexvet Biopharma plc, Unit 5, Sragh Technology Park, Tullamore, Co. Offaly, Ireland.

The interests of Nexvet Directors and executive officers in the share capital of Nexvet and in the Nexvet Plans, including the Nexvet Options and Nexvet RSUs, are set out in paragraphs 4 and 5 of Part 8 ( Additional Information ) of this document.

The executive officers of Nexvet have an interest in continued employment pursuant to Section 7.3 of the Transaction Agreement, which provides that for a period of one year following the Effective Time, Zoetis will provide, or will cause to be provided to each Nexvet Employee certain employment benefits, including base salary and cash bonus opportunities, that are no less favorable to each Nexvet Employee than those provided by Nexvet immediately prior to the Effective Time. The entitlement of Nexvet Employees,

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including Nexvet’s executive officers, to continued employment is detailed in the section above entitled “ Employee Matters .”

Nexvet Directors and executive officers will receive the same Consideration per Nexvet Share on the same terms and conditions as the other holders of Nexvet Shares in connection with the Scheme. Nexvet RSUs and Nexvet Options held by the Nexvet Directors and executive officers will be treated in a similar manner to all other Nexvet RSUs and Nexvet Options, as set out in paragraph 6 of this Part 3 ( Information Required under Section  452 of the Act –Recommended Acquisition for Cash of Nexvet ).

The following table sets forth the Nexvet Shares, Nexvet Options and Nexvet RSUs held by each of the Nexvet Directors and executive officers, together with the value payable in respect of such holdings, in connection with the consummation of the Scheme. No Nexvet Director or executive officer holds any interest, directly or indirectly in any Nexvet Warrants, except in the case of Mr. Patel who holds an indirect interest in Nexvet Warrants through entities associated with Farallon Capital Management LLC, Mr. Lismore and Ms. Farrell. The table below excludes Nexvet Shares issuable upon the exercise of Nexvet Warrants because the exercise price is in excess of the $6.72 per share Consideration payable in the Acquisition. The information reflects holdings of Nexvet Shares, Nexvet RSUs and Nexvet Options as of            , assuming solely for purposes of this table that the Scheme is completed in the second half of 2017.

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Nexvet has entered into employment agreements with Dr. Mark Heffernan, Damian Lismore and Dr. Jürgen Horn that provide certain severance benefits as follows:

Dr. Heffernan’s and Mr. Lismore’s employment agreements also provide that, if amounts in the nature of compensation payable to Dr. Heffernan or Mr. Lismore would be subject to the excise tax imposed by Section 4999 of the Code, each would be entitled to receive either the full payment or such lesser amount that would result in no portion of such payments being subject to such tax, whichever results in the greatest after-tax payment to him.

For purposes of these employment agreements:

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Nexvet has also entered into an employment agreement with Geraldine Farrell that provides the following severance benefits:

For purposes of Ms. Farrell’s employment agreement, “change of control” has the same meaning as set forth above for the agreements with Dr. Heffernan, Mr. Lismore, and Dr. Horn.

The Transaction Agreement provides that, for a period of one year following the Effective Date, Zoetis has agreed to provide, or cause to be provided, to each Nexvet Employee, following any consultation processes which are required by Law or pursuant to existing contractual obligations:

For purposes of (i) eligibility, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides benefits to any Nexvet Employee after the Effective Time (the “ New Plans ”), which

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exclude any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Nexvet Employee shall be credited with his or her years of service with Nexvet, Nexvet’s Subsidiaries and its predecessors before the Effective Date, to the same extent as such Nexvet Employee was entitled, before the Effective Time, to credit for such service under any similar Nexvet Benefit Plan in which such Nexvet Employee participated; provided, however, that the foregoing shall not apply to any cash incentive, equity or equity based plans or awards or to the extent that its application would result in a duplication of benefits with respect to the same period of service.

For purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits to any Nexvet Employee, Zoetis shall use all reasonable endeavors to cause: (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual was subject to such conditions under the comparable Old Plan; and (ii) any co-payments and deductibles paid by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Where Zoetis maintains any of the Old Plans in full force and effect, the above provisions shall not apply with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in the Transaction Agreement requires Zoetis to replace the Old Plans with New Plans.

Nothing in the Transaction Agreement confers upon any Nexvet Employee or any other individual any right to continue in the employment or service of any member of the Nexvet Group, Zoetis or any Affiliate of Zoetis, or shall interfere with or restrict in any way the rights of any member of the Nexvet Group, Zoetis or any Affiliate of Zoetis, which rights are hereby expressly reserved, to discharge or terminate the services of any Nexvet Employee or other individual at any time for any reason whatsoever, with or without cause.

In connection with the Acquisition, the officers, directors and employees of Nexvet will be entitled to certain indemnification rights and directors’ and officers’ liability insurance that will survive completion of the Acquisition, as described in paragraph 7.7 of Part 1 ( Letter of Recommendation from the Nexvet Board ) of this document.

Your attention is drawn to paragraphs 8 and 9 of Part 8 ( Additional Information ) of this document, headed “Irish Taxation” and “U.S. Federal Income Tax Consequences” respectively. If you are in any doubt as to your own tax position, or if you require more detailed information or if you are subject to taxation in any jurisdiction other than Ireland or the United States, you should consult an independent financial adviser immediately.

If the Scheme is approved by the High Court, a request will be made to cancel the listing of Nexvet Shares on NASDAQ and to deregister the Nexvet Shares under the Exchange Act. The last day of dealings in Nexvet Shares on NASDAQ is currently expected to be on or about the Effective Date.

No transfers of Nexvet Shares (other than transfers to Bidco) will be registered after the Scheme Record Time. At the Effective Time, any share certificates in respect of Nexvet Shares will cease to be of value and should, if so requested by Nexvet or its agents, be sent to Nexvet for cancellation.

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Subject to the Acquisition becoming effective, the Consideration will be mailed to Nexvet Shareholders of record within 14 days of the Effective Date by ordinary post (or by such other manner as the Panel may approve). Such cash payments will be made in U.S. dollars. For Nexvet Shareholders who hold their shares in street name, the Consideration will be transmitted to their brokerage firm, bank, dealer or other similar organization who will arrange for the allocation of funds to those Nexvet Shareholders who hold in street name.

Nexvet Shareholders will receive $6.72 in cash (without interest and less any applicable withholding taxes) for each Nexvet Share that they own.

Except with the consent of the Panel, any payment to which a Nexvet Shareholder is entitled will be implemented in full without regard to any lien, right of set-off, counter claim or other analogous right to which Bidco may be, or claim to be, entitled against such Nexvet Shareholder.

All documents and remittances sent to Nexvet Shareholders (or in accordance with their directions) will be mailed at their own risk.

If the Scheme becomes effective, Nexvet will become a wholly-owned Subsidiary of Bidco and, as such, Nexvet Shareholders will not have an opportunity to continue their equity interest in Nexvet as an ongoing corporation and, therefore, will not have the opportunity to share in its future earnings, dividends or growth, if any.

As regards Overseas Shareholders, the Acquisition may be affected by the Laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the Laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This document has been prepared for the purposes of complying with the Laws of Ireland and the Takeover Rules and U.S. proxy rules, respectively (to the extent applicable), and the information disclosed may be different from that which would have been disclosed if this document had been prepared in accordance with the Laws of jurisdictions outside Ireland and the United States.

Overseas Shareholders are encouraged to consult their local tax adviser.

Nexvet engaged Evercore to act as its financial advisor in connection with a potential sale of Nexvet. On April 12, 2017, Evercore made a presentation of its advice to the Nexvet Board regarding the financial terms of the Acquisition, including a confirmation that it considered such financial terms to be fair and reasonable, having taken into account the commercial assessments of the Nexvet Directors. Later that day, Evercore issued a written opinion to the Nexvet Board stating that, as of April 12, 2017, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Evercore as set forth therein, the $6.72 per share Consideration to be received by Nexvet Shareholders pursuant to the Scheme was fair, from a financial point of view, to such Nexvet Shareholders.

The full text of Evercore’s written opinion, dated April 12, 2017, which sets forth, among other things, assumptions made, procedures followed, matters considered and qualifications and limitations on the

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scope of the review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated by reference in its entirety into this proxy statement. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to the Nexvet Board and addresses only the fairness, from a financial point of view, of the Consideration to be received by Nexvet Shareholders. The opinion does not address any other aspect of the Acquisition nor does it constitute a recommendation to any Nexvet Shareholder as to how such Nexvet Shareholder should vote or act with respect to any matters relating to the Acquisition. Evercore’s opinion does not address the relative merits of the Acquisition as compared to other business or financial strategies that might be available to Nexvet, nor does it address the underlying business decision of Nexvet to engage in the Acquisition. The summary of the Evercore opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion included as Annex C.

In connection with rendering its opinion, Evercore has, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the projected financial data relating to Nexvet referred to above, Evercore has assumed that the projections by Nexvet’s management have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Nexvet’s management as to the future financial performance of Nexvet. Evercore expressed no view as to any projected financial data relating to Nexvet or the assumptions on which they are based. Evercore has relied, at Nexvet’s direction, without independent verification, upon the assessments of Nexvet’s management as to the probabilities of success of Nexvet’s pharmaceutical products and the timing of their regulatory approval.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Transaction Agreement were true and correct,

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that each party would perform all of the covenants and agreements required to be performed by it under the Transaction Agreement and that all conditions to the consummation of the Acquisition would be satisfied without material waiver or modification thereof. Evercore assumed that the Transaction Agreement would conform in all material respects to the draft reviewed by Evercore. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Acquisition would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Nexvet or the consummation of the Acquisition or materially reduce the benefits to Nexvet Shareholders of the Acquisition.

Evercore did not make nor assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Nexvet, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of Nexvet under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of the opinion. It should be understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the Consideration to be received by Nexvet Shareholders, as of the date of its opinion. Evercore did not express any view on, and its opinion did not address, the fairness of the Acquisition to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Nexvet, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Nexvet, or any class of such persons, whether relative to the Consideration or otherwise. Evercore assumed that any modification to the structure of the Acquisition would not vary in any respect material to its analysis. Evercore’s opinion did not address the relative merits of the Acquisition as compared to other business or financial strategies that might be available to Nexvet, nor did it address the underlying business decision of Nexvet to engage in the Acquisition. Evercore’s opinion does not constitute a recommendation to the Nexvet Board or to any other persons in respect of the Acquisition, including as to how any Nexvet Shareholder should vote or act in respect of the Acquisition. Evercore expressed no opinion as to the price at which Nexvet Shares will trade at any time. Evercore’s opinion noted that it is not a legal, regulatory, accounting or tax expert and that Evercore assumed the accuracy and completeness of assessments by Nexvet and its advisors with respect to legal, regulatory, accounting and tax matters.

Except as described above, the Nexvet Board imposed no other instructions or limitations on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. Evercore’s opinion was only one of many factors considered by the Nexvet Board in its evaluation of the Acquisition and should not be viewed as determinative of the views of the Nexvet Board or Nexvet’s management with respect to the Acquisition or the Consideration payable in the Acquisition.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Nexvet Board on April 12, 2017 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before April 11, 2017 (the last trading day prior to April 12, 2017, the date on which the Nexvet Board approved the Acquisition), and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to understand fully the financial analyses. The tables alone do not constitute a complete description of the financial analyses. Considering the tables below without considering the full narrative description of the financial

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analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

In performing the financial analyses summarized below, Evercore utilized and relied upon the projected financial data relating to Nexvet prepared and furnished to Evercore by Nexvet’s management as described in additional detail below under the heading “Certain Financial Projections” in paragraph 12 of Part 3 ( Information Required under Section  452 of the Act ) of this document.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis to calculate a range of implied equity value per share of Nexvet Shares as of June 30, 2017 utilizing estimates of the standalone, unlevered, after-tax free cash flows Nexvet was expected to generate for the fiscal years 2018 through 2032 based on projections from Nexvet’s management, as reflected in the line “Unlevered FCF” in the summary of the projections provided by Nexvet’s management to Evercore and the Nexvet Board set out below the heading “Certain Financial Projections” in paragraph 12 of Part 3 ( Information Required under Section  452 of the Act ) of this document. In evaluating other considerations related to the execution risk of Nexvet’s standalone plan, Evercore assumed that Nexvet will be a clinical-stage company over the near term. Evercore noted that the business plan assumes a cash flow breakeven in fiscal year 2021. Evercore further noted that in order to meet the projections provided by Nexvet’s management, Nexvet would need to raise a significant amount of additional capital relative to its current market capitalization, which would be challenging given the current financing environment for clinical-stage pharmaceutical and biotechnology companies. Any near term equity financing would likely only provide a portion of the financing need.

Evercore calculated a range of terminal values for Nexvet, using an assumed perpetuity growth rate range of negative 10%—negative 20%. Evercore then discounted Nexvet’s projected, unlevered free cash flows for fiscal years 2018 through 2032 and the range of terminal values for Nexvet to a present value as of June 30, 2017 using discount rates ranging from 12.0% to 16.0% to derive a range of implied equity values for Nexvet, assuming a mid-year convention. The discount rates were based on Evercore’s judgment of the estimated range of Nexvet’s weighted average cost of capital. At the direction of Nexvet’s management, Evercore assumed an effective tax rate of 16% and working capital to be 20.0% of sales. Based on these ranges of implied equity values and Nexvet’s management’s estimate of the net cash of Nexvet as of June 30, 2017, Evercore calculated a range of implied equity values per Nexvet Share. The projections were risk adjusted based on the assessment of Nexvet’s management of a possibility of success (“ POS ”) assumption of 80.0% for ranevetmab and a POS assumption of 55.0% for frunevetmab. This analysis resulted in a range of illustrative implied equity values per Nexvet Share of approximately $4.15 to $7.72, as compared to the consideration of $6.72 per Nexvet Share.

Trading Multiple Analysis

Evercore calculated certain financial multiples for the following selected group of publicly traded commercial-stage animal health companies:

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Evercore also calculated certain financial multiples for the following selected group of publicly traded clinical-stage animal health companies:

Although none of these companies are directly comparable to Nexvet, Evercore selected these companies based on its professional judgment because they are animal health companies with business characteristics that for purposes of its analysis Evercore considered similar to the business characteristics of Nexvet.

For each of the selected companies identified above, Evercore calculated multiples of enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) to estimated net revenue for calendar years 2017 through 2020, based on closing stock prices as of April 11, 2017 and financial data, which Evercore obtained from filings made with the SEC and consensus estimates based on publicly available equity research analysts’ projections.

The results of these calculations were as follows for commercial stage companies:

The results of these calculations were as follows for all companies:

Based on the multiples it derived for the selected peer group companies and based on its professional judgment and experience, Evercore applied an enterprise value/net revenue multiple reference range of 3.0x-3.5x to Nexvet’s management’s projected revenues for calendar years 2021 and 2022. The projections were risk adjusted based on the assessment of Nexvet’s management of a POS assumption of 80.0% for ranevetmab and a POS assumption of 55.0% for frunevetmab and excluded revenues associated with international profit sharing arrangements. These projected revenues were discounted to present value as of June 30, 2017 using a discount rate of 14.0% and a discount period of 3.75 years for calendar year 2021 and 4.75 years for calendar year 2022. This analysis implied an equity value range per Nexvet Share of $5.37 to $6.11 for calendar year 2021 and an equity value range per Nexvet Share of $6.57 to $7.50 for calendar year 2022, as compared to the consideration of $6.72 per Nexvet Share.

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Using publicly available information, Evercore reviewed implied transaction data for the 14 transactions involving target companies in the animal health industry referred to above. For each of the selected transactions, Evercore reviewed enterprise values in the selected transactions, as multiples, to the extent publicly available, of latest 12 months revenue. The results of this analysis indicated a mean value of 4.3x and a median value of 3.9x. Based on the multiples it derived for the selected transactions and based on its professional judgment and experience, Evercore applied an enterprise value/net revenue multiple reference range of 3.5x-4.5x to Nexvet’s management’s projected revenues for calendar years 2021 and 2022. The projections were risk adjusted based on the assessment of Nexvet’s management of a POS assumption of 80.0% for ranevetmab and a POS assumption of 55.0% for frunevetmab and excluded revenues associated with international profit sharing arrangements. These projected revenues were discounted to present value as of June 30, 2017 using a discount rate of 14.0% and a discount period of 4.50 years for calendar year 2021 and 5.50 years for calendar year 2022. This analysis implied an equity value range per Nexvet Share of $5.62 to $6.96 for calendar year 2021 and an equity value range per Nexvet Share of $6.89 to $8.57 for calendar year 2022, as compared to the consideration of $6.72 per Nexvet Share.

Premiums Paid Analysis

Evercore reviewed the premiums for acquisitions of a controlling equity stake of U.S. and EU target healthcare companies announced over the last five years with transaction values between $25 million and $300 million. Evercore identified 41 transactions with the foregoing criteria. Using information from Securities Data Corp., a data source that monitors and publishes information on merger and acquisition transactions, premiums paid were calculated as the percentage by which the per share consideration paid in each such transaction exceeded the closing market share prices of the target companies one day, one week and four weeks prior to transaction announcements. This analysis indicated the following implied mean, median, high, 75 ^th percentile, 25 ^th percentile and low premiums for the selected transactions:

Based on the above analysis, Evercore then applied a range of selected premiums from 30.0% to 75.0% derived from the selected transactions to the closing price of Nexvet Shares on April 11, 2017. This analysis indicated a range of implied equity values of $5.37 to $7.23 per Nexvet Share, as compared to the consideration of $6.72 per Nexvet Share.

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Ordinary Shares Trading Range Analysis

To provide background information and perspective, Evercore reviewed for informational purposes the intraday 52 week high and low trading prices of Nexvet Shares. This analysis resulted in a range of $2.61 to $5.70 per Nexvet Share. To provide background information and perspective, Evercore also reviewed for informational purposes the current analyst price targets, which indicated a 12-month implied per share equity value of $8.00. Evercore then calculated the present value of the current analyst price targets using a discount rate of 15.0%, based on Evercore’s analysis of the equity cost of capital for Nexvet, which indicated an implied per share equity value of $6.96.

General

In connection with the review of the transaction by the Nexvet Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Evercore with respect to the actual value of the ordinary shares of Nexvet. No company used in the above analyses as a comparison is identical to Nexvet, and no transaction used is identical to this Acquisition. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Nexvet or its advisors.

Evercore prepared these analyses for the purpose of providing an opinion to the Nexvet Board as to the fairness, from a financial point of view, of the Consideration to be received by Nexvet Shareholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the fairness opinion was approved by an Opinion Committee of Evercore. The Consideration to be received by Nexvet Shareholders pursuant to the Scheme was determined through arm’s length negotiations between Nexvet and Zoetis and was approved by the Nexvet Board. Evercore did not recommend any specific consideration to Nexvet or that any given consideration constituted the only appropriate consideration.

Pursuant to the terms of Evercore’s engagement letter with Nexvet, Evercore is entitled to receive a fee of $1.5 million if the Acquisition is consummated, of which $500,000 is owed in connection with rendering its opinion to the Nexvet Board and is fully creditable against any fees to be paid in connection with the consummation of the Acquisition. In addition, Nexvet agreed to reimburse Evercore’s reasonable expenses and to indemnify Evercore and related parties for certain liabilities, including liabilities under federal securities laws, arising out of its engagement. Evercore may provide financial or other services to Zoetis in the future and in connection with any such services Evercore may receive compensation.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of Nexvet, Zoetis and their respective affiliates, for its own

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account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

Nexvet engaged Evercore to act as a financial adviser based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Except for quarterly and annual guidance, Nexvet does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections. In the course of planning for the Evercore Fairness Opinion, management of Nexvet prepared and provided to the Nexvet Board and Evercore projections and directed Evercore to use the projections in connection with the rendering of its opinion to the Nexvet Board and performing its related financial analyses, as described above under the heading “Opinion of Nexvet’s Financial Adviser” in paragraph 11 of Part 3 ( Information Required under Section  452 of the Act – Recommended Acquisition for Cash of Nexvet ) of this document. Nexvet did not provide the projections to Zoetis or Bidco, except as otherwise set forth below in Part 8 ( Additional Information ).

The projections were not prepared with a view toward public disclosure; and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or U.S. GAAP. Neither Nexvet’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed any procedures with respect to the projections or expressed any opinion or any form of assurance related thereto. The financial projections are not included in this document to induce any shareholder to vote in favor of the Scheme or any of the other Resolutions to be voted on at the Scheme Meeting or EGM, but only because these financial projections were utilized by Evercore in connection with the preparation of the Evercore Fairness Opinion and used by the Nexvet Board in its consideration of a potential transaction.

While presented with numerical specificity necessarily, the projections were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of Nexvet’s management. Nexvet’s management believed that such assumptions were reasonable at the time the projections were prepared. Because the projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year.

Accordingly, there can be no assurance that the projections will be realized, and actual results may vary materially from those shown. The inclusion of the projections in this document should not be regarded as an indication that Nexvet or any of its affiliates, advisers or representatives considered or consider the projections to be necessarily predictive of actual future events, and the projections should not be relied upon as such. Neither Nexvet, Zoetis nor any of their respective affiliates, advisers, officers, directors or representatives can give any assurance that actual results will not differ from the projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the date the projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. Nexvet does not intend to make publicly available any update or other revision to the projections, except as otherwise required by Law. Neither Nexvet, Zoetis nor any of their respective affiliates, advisers, officers, directors or representatives has made or makes any representation to any Nexvet Shareholders or other person regarding the ultimate performance of Nexvet compared to the information contained in the projections or that the projections will be achieved. Nexvet has made no representation to Zoetis or Bidco, in the Transaction Agreement or otherwise, concerning the projections.

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Certain of the projected financial information set forth herein may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Nexvet may not be comparable to similarly titled amounts used by other companies.

In light of the foregoing factors and the uncertainties inherent in the projections, Nexvet Shareholders are cautioned not to place undue, if any, reliance on the projections.

The following is a summary of the projections provided by Nexvet’s management to Evercore and the Nexvet Board: