NVET Nexvet Biopharma Plc - Ordinary Shares

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 13, 2017, Nexvet and Zoetis entered into the Transaction Agreement for the recommended Acquisition of Nexvet by Zoetis through Bidco, whereby Bidco would acquire all of the issued and to be issued ordinary share capital of Nexvet for cash by means of a “scheme of arrangement” under Irish law. As part of this process, Irish law requires Nexvet to file a draft of the Proxy Statement with the Irish Takeover Panel and the Irish High Court. After reviewing this disclosure and considering related information, the Irish High Court ordered and directed Nexvet to hold the Scheme Meeting on July 10, 2017 at 10:00 a.m. (Irish Time), to be followed by the EGM on the same date at 10:30 a.m. (Irish Time). On June 2, 2017, Nexvet filed the Proxy Statement with the SEC in connection with these two Meetings. On June 30, 2017, Nexvet made application to the Irish High Court to file a supplement to the Proxy Statement containing disclosure on matters relating to the Evercore Fairness Opinion, which disclosures the Company regards as immaterial. After the Irish High Court’s approval, Nexvet filed the supplement that day.

On July 10, 2017, Nexvet held the Scheme Meeting and the EGM. Of the 11,916,712 ordinary shares of Nexvet outstanding and entitled to vote as of May 30, 2017, the Voting Record Time for the Meetings, a total of 9,472,249 and 9,060,953 ordinary shares were represented in person or by proxy at the Scheme Meeting and the EGM, respectively, which constituted a quorum. Set forth below are the proposals on which Nexvet’s shareholders voted at the Scheme Meeting and the EGM and the voting results for each proposal.

Scheme Meeting

1. Nexvet’s shareholders approved a proposal (the “ Scheme Proposal ”) to approve the Scheme, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court, with voting results as follows:

The votes for Scheme Proposal constituted 99.9% of the votes cast on the proposal, with votes for the proposal by 62 of the 63 voting shareholders.

Extraordinary General Meeting

1. Nexvet’s shareholders approved a proposal (the “ MA Amendment Proposal ”) to amend the memorandum of association of Nexvet to broaden its objects in order to enable it to implement the Scheme, with voting results as follows:

The votes for the M&A Amendment Proposal constituted 99.9% of the votes cast on the proposal.

2. Nexvet’s shareholders approved a proposal (the “ Scheme Action Proposal ”) to approve the Scheme and authorize the Nexvet Directors to take such action as they consider necessary or appropriate to carry the Scheme into effect, with voting results as follows:

The votes for the Scheme Action Proposal constituted 99.9% of the votes cast on the proposal.

3. Nexvet’s shareholders approved a proposal (the “ Cancellation Proposal ”) to cancel the Cancellation Shares pursuant to Section 84 of the Act, with voting results as follows:

The votes for Cancellation Proposal constituted 99.9% of the votes cast on the proposal.

4. Nexvet’s shareholders approved a proposal (the “ Allotment Proposal ”) 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, with voting results as follows:

The votes for the Allotment Proposal constituted 99.9% of the votes cast on the proposal.

5. Nexvet’s shareholders approved a proposal (the “ Articles Amendment Proposal ”) 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, with voting results as follows:

The votes for the Articles Amendment Proposal constituted 99.9% of the votes cast on the proposal.

6. Nexvet’s shareholders approved a proposal (the “ EDS Cancellation Proposal ”) to cancel the Euro Deferred Shares pursuant to Section 84 of the Act, with voting results as follows:

The votes for the EDS Cancellation Proposal constituted 99.9% of the votes cast on the proposal.

Having obtained shareholder approval of the foregoing resolutions at the EGM, it was not necessary for Nexvet Shareholders to consider and vote on the proposal to adjourn the EGM to solicit additional proxies.