Proxy Statement - Merger or Acquistion (definitive) (defm14a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box: o

Payment of Filing Fee (Check the appropriate box):

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about this offer, you should consult an independent financial adviser who, if you are taking advice in Ireland, is authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007) (as amended) or the Investment Intermediaries Act 1995 (as amended) or, if you are taking advice elsewhere, is an appropriately authorised independent financial adviser.

This document relates to a transaction which, if implemented, will result in the cancellation of the listing of Innocoll Shares on the NASDAQ.

The release, publication or distribution of this document and any accompanying documents in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this document and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Innocoll, Gurnet Point and Gurnet Bidco disclaim any responsibility or liability for violation of such restrictions by such persons.

RECOMMENDED OFFER
FOR
INNOCOLL HOLDINGS PLC
BY
GURNET POINT L.P. ACTING THROUGH ITS GENERAL PARTNER WAYPOINT
INTERNATIONAL GP LLC
(through Lough Ree Technologies Limited ( “ Gurnet Bidco ” ), its wholly owned subsidiary)
to be implemented by means of a scheme of arrangement
under Chapter 1 of Part 9 of the Irish Companies Act 2014

The action to be taken by Innocoll Shareholders in respect of the Meetings is set out at pages 8 to 13 .

Innocoll Shareholders of record will find enclosed with this document a proxy card for each of the Meetings at which they are entitled to vote. Instructions for returning proxy cards are set out at pages 9 and 11 . The completion and return of proxy cards will not prevent Innocoll Shareholders of record from attending and voting in person at the Scheme Meeting or the EGM or any adjournment thereof if they so wish and are so entitled.

Innocoll Shareholders who hold Innocoll Shares through DTC should follow the voting instructions received from their brokerage firm, bank, dealer or other similar organisation.

Voting Record Time: 11:59 p.m. (New York time) on May 1, 2017.

This document is dated May 10, 2017 and was first despatched to Innocoll Shareholders on May 12, 2017.

This document should be read as a whole. Your attention is drawn to the letter from Jonathan Symonds, Chairman of the Innocoll Board, in Part 1 (Letter of Recommendation from the Innocoll Board) of this document, which contains a unanimous recommendation from the Innocoll Board that you vote in favor of the Resolutions. Information required under Section 452 of the Act is contained in Part 3 of this document.

Capitalized terms used in this document are defined in Part 9 (Definitions).

Notices convening the Scheme Meeting and the EGM, both of which will be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on June 28, 2017 are set out in the following parts of this document:

The Scheme Meeting will start at 2:00 p.m. (Irish time).

The EGM will start at 2:10 p.m. (Irish time) (or, if later, as soon thereafter as the Scheme Meeting, convened for the same date and place, has concluded).

Voting Record Time

Only holders of Innocoll Shares as of 11:59 p.m. (New York time) on May 1, 2017, the Voting Record Time for the Meetings, will be entitled to notice of, and to vote at the Meetings or any adjournments thereof. At the Voting Record Time, there were 30,095,931 Innocoll Shares outstanding, held by 28 holders of record. Each issued and outstanding Innocoll Share at the Voting Record Time is entitled to one vote on each proposal on which the holder of such Innocoll Share is eligible to vote and any other matter properly coming before the Meetings.

An Innocoll Shareholder of record who is entitled to attend and vote at the Meetings is entitled to appoint one or more proxies to attend, speak and vote on his or her behalf. A proxy need not be an Innocoll Shareholder.

Statements Required by the Irish Takeover Rules

The Innocoll Directors accept responsibility for the information contained in this document, other than: (i) information relating to Gurnet Point, Gurnet Bidco, Gurnet Point Capital, the Gurnet Point Group, and the directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) and the members of their immediate families, related trusts and persons connected with them (except for statements made by Innocoll in respect of any of the foregoing, for which the Innocoll Directors accept responsibility); and (ii) statements made by Gurnet Point or Gurnet Bidco in respect of Innocoll. To the best of the knowledge and belief of the Innocoll Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) accept responsibility for: (i) the information contained in this document relating to Gurnet Point, Gurnet Bidco, Gurnet Point Capital, the Gurnet Point Group, and the directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) and the members of their immediate families, related trusts and persons connected with them (except for statements made by Innocoll in respect of any of the foregoing, for which the Innocoll Directors accept responsibility); and (ii) statements made by Gurnet Point or Gurnet Bidco in respect of Innocoll. To the best of the knowledge and belief of the directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Piper Jaffray & Co., which is a securities broker-dealer registered with the U.S. Securities and Exchange Commission and subject to regulation by the SEC and the Financial Industry Regulatory Authority (“ FINRA ”), is acting as financial adviser exclusively for Innocoll and for no one else in connection with the Acquisition and the other matters referred to in this document, and will not be responsible to anyone other than Innocoll for providing the protections afforded to clients of Piper Jaffray or for providing advice in relation to the Acquisition or any other matters referred to in this document.

Evercore Partners International LLP, which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Gurnet Point and Gurnet Bidco and no one else in connection with the Acquisition and the other matters referred to in this document, and will not regard any other person as its client in relation to the Acquisition and the other matters referred to in this document and will not be responsible to anyone other than Gurnet Point and / or Gurnet Bidco for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the Acquisition or the other matters referred to in this document. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this document, any statement contained herein or otherwise.

Innocoll’s financial adviser is Piper Jaffray. Dentons US LLP and William Fry are providing legal advice to Innocoll as to U.S. law and Irish law, respectively.

Gurnet Point’s financial adviser is Evercore. Weil, Gotshal & Manges LLP and Matheson are providing legal advice to Gurnet Point and Gurnet Bidco as to U.S. law and Irish law, respectively.

This document is not intended to, and does not, constitute an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This document does not constitute a prospectus or an equivalent document.

General

No offer of securities pursuant to or in connection with the Acquisition will be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, nor will any such offer be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

Notwithstanding the foregoing restrictions, Gurnet Point and Gurnet Bidco reserve the right to permit any such offer to be accepted if, in its sole discretion, it is satisfied that the offer in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question.

No offer of securities pursuant to or in connection with the Acquisition will be made available, directly or indirectly, in a Restricted Jurisdiction, nor will any such offer be capable of acceptance from within a Restricted Jurisdiction.

The release, publication or distribution of this document in or into certain jurisdictions may be restricted by the laws of those jurisdictions, including any Restricted Jurisdictions. Accordingly, copies of this document and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any Person.

The attention of Innocoll Shareholders, who are resident in, or citizens of, or who have a contractual or legal obligation to forward this document to, Restricted Jurisdictions, is drawn to paragraph 10 of Part 3 (Information Required under Section 452 of the Act) of this document.

This document has been prepared for the purposes of complying with Irish law and the Irish Takeover Rules and U.S. proxy rules, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of Ireland or the United States.

The full text of the Conditions to which the Acquisition is subject and reference to certain further terms of the Acquisition are set out in Part 5 (Conditions and Further Terms of the Acquisition and the Scheme) of this document.

Any response in relation to the Acquisition should be made only on the basis of the information contained in this document or any other document by which the Acquisition is made. Innocoll Shareholders are advised to read carefully the formal documentation in relation to the proposed Acquisition.

Gurnet Bidco reserves the right to elect, subject to the terms of the Transaction Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Innocoll as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on substantially the same terms (subject to appropriate amendments), including (without limitation), and if agreed with the Panel, the inclusion of an acceptance condition set at 80% of the shares to which such offer relates or such lesser percentage, being more than 50%, as Gurnet Bidco may decide.

If you are an Innocoll Shareholder and have any questions relating to the Acquisition or to this document or how to vote, you should contact Okapi Partners LLC at +1(212)-297-0720 or at +1(877)-279-2311 (toll-free) between 9:00 a.m. and 5:00 p.m. (New York time) on any Business Day. Okapi Partners LLC cannot provide advice on the benefits of the Acquisition or recommend how you vote or give any financial advice or tax advice.

Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this document will be made available to Innocoll employees on Innocoll’s website (www.innocoll.com). Gurnet Bidco does not currently have any employees. This document will be made available on a Gurnet Point website for the purposes of the Acquisition (www.GurnetPointLPOffer.com) (subject to certain restrictions relating to persons in Restricted Jurisdictions).

Neither the contents of those websites nor the contents of any other website accessible from hyperlinks on either such website are incorporated into, or forms part of, this document.

Copies of this document and the documents required to be published pursuant to the Irish Takeover Rules by Gurnet Point will be made available by Gurnet Point free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, on www.GurnetPointLPOffer.com, by no later than midday (New York time) on May 13, 2017. Innocoll will also make copies of this document and the documents required to be published pursuant to the Irish Takeover Rules by Innocoll available on www.innocoll.com free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, by no later than midday (New York time) on May 13, 2017.

Save where specifically provided, neither the content of any website referred to in this document, nor the content of any website accessible from hyperlinks included in this document, shall be deemed incorporated into, or made a part of, this document.

No Profit Forecast / Asset Valuation

No statement in this document is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings, earnings per share, losses or losses per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Innocoll, Gurnet Point or Gurnet Bidco as appropriate. No statement in this document constitutes an asset valuation.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of Innocoll, all ‘dealings’ in any ‘relevant securities’ of Innocoll (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 p.m. (New York time) on the ‘business day’ following the date of the relevant transaction. This requirement will continue until the date on which the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Innocoll, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Innocoll by Gurnet Point or Gurnet Bidco or by any party acting in concert with any of them, must also be disclosed by no later than 11:59 a.m.(New York time) on the ‘business day’ following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this document are forward-looking and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Forward-looking statements can typically be identified by the use of forward-looking terminology, such as “expects”, “believes”, “may”, “will”, “could”, “should”, “intends”, “plans”, “predicts”, “envisages”, “estimates”, “forecast”, “outlook”, “guidance”, “possible”, “projects”, “potential” or “anticipates” or other similar words and expressions and include, without limitation, any projections relating to results of operations and financial conditions of either Gurnet Point, Gurnet Bidco or Innocoll and their respective subsidiary undertakings from time to time, as well as plans and objectives for future operations, expected future revenues, financing plans, expected expenditures, expected synergies and divestments relating to Gurnet Point, Gurnet Bidco or Innocoll and discussions of Gurnet Point’s, Gurnet Bidco’s or Innocoll’s business plans. All forward-looking statements in this document made by Gurnet Point and / or Gurnet Bidco are based upon information known to Gurnet Point and / or Gurnet Bidco on the date of this document and all forward-looking statements in this document made by Innocoll are based upon information known to Innocoll on the date of this document. In particular, statements are made in this document as to Gurnet Point’s and / or Gurnet Bidco’s approach and plans for growth of Innocoll’s business, which statements are based on certain assumptions as to economic, business and operational conditions prevailing at the time of this document. If these conditions are significantly different from the ones envisaged at the date hereof, Gurnet Point and / or Gurnet Bidco may need to make changes in its approach and plans. Except as expressly required by law, Gurnet Point, Gurnet Bidco and Innocoll disclaim any intent or obligation to update or revise these forward-looking statements. None of Gurnet Point, Gurnet Bidco or Innocoll undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, save as may be required by law. Although none of Gurnet Point, Gurnet Bidco or Innocoll undertake any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that any of Gurnet Point, Gurnet Bidco or Innocoll may make directly to you or through reports that any of Gurnet Point, Gurnet Bidco or Innocoll, in the future, may file with the SEC. Unless otherwise indicated, the information in this document is as of May 10, 2017.

It is not reasonably possible to itemize all of the many factors and specific events that could cause the forward-looking statements in this document to be incorrect or could otherwise have a material effect on the future operations or results of Innocoll. Further information on the primary risks of the business and the risk management of Innocoll is contained in Innocoll’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is filed with the SEC.

Rounding Adjustments

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

CONTENTS

SUMMARY

The following summary highlights information in this document related to the Acquisition and may not contain all the information that is important to Innocoll Shareholders. Accordingly, you should read carefully this entire document, its annexes and the documents referred to in this document. Each item in this summary includes a page reference directing you to a more complete description of the item in this document.

The Companies (Pages 34 to 35 )

Innocoll

Innocoll is a global, commercial stage specialty pharmaceutical and medical device company with late stage development programs targeting areas of significant unmet medical need. Innocoll’s shares are listed for trading on the NASDAQ under the symbol “INNL”. Innocoll utilizes its proprietary collagen-based technology platform to develop biodegradable and fully bioresorbable products and product candidates which can be broken down by the body without the need for surgical removal or topical application. Using its proprietary processes at its manufacturing facility, Innocoll derives and purifies bovine and equine collagen and then utilizes its technology platform to incorporate the purified collagen into its topical and implantable products. Innocoll’s proprietary processes and technologies also enable it to control the texture, consistency, drug elution dynamics, resorption time and other physical characteristics of the finished product. All of Innocoll’s native collagen products – from extraction/purification of type-1 collagen through final delivery form – are manufactured at its certified, integrated plant in Saal, Germany.

Gurnet Point

Gurnet Point is a healthcare investment fund led by Christopher Viehbacher, managing partner, Gurnet Point Capital. Gurnet Point is based in Cambridge, Massachusetts, USA, and invests in life sciences, medical technology, and healthcare services companies across all stages of development through to commercialization.

Gurnet Bidco

Gurnet Bidco, a wholly-owned subsidiary of Gurnet Point, was formed for the purpose of the Acquisition and has not conducted any business at any time since it was formed, nor has it entered into any obligations other than in connection with the Acquisition.

The Acquisition (Page 39 )

On April 4, 2017 Innocoll and Gurnet Point announced that they had reached agreement on the terms of a recommended offer to be made by Gurnet Point (acting through its general partner, Waypoint International) through Gurnet Bidco, for the entire issued and to be issued ordinary share capital of Innocoll by way of a scheme of arrangement under Irish law.

Gurnet Bidco will pay $1.75 in cash per Innocoll Share to each Scheme Shareholder. Gurnet Bidco will also issue a contingent value right (“ CVR ”) to each Scheme Shareholder which represents a contractual right to receive payments up to a maximum aggregate amount of $4.90 in cash upon, and subject to, the occurrence of certain CVR Payment Events.

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 Gurnet Bidco in accordance with the Scheme. Innocoll will then issue New Innocoll Shares to Gurnet Bidco in place of the Cancellation Shares, and Gurnet Bidco will pay the Cash Consideration and will issue the CVRs in respect of the Cancellation Shares and the Transfer Shares in consideration for the Acquisition. As a result of the Scheme, Innocoll will become a direct wholly-owned subsidiary of Gurnet Bidco and an indirect wholly-owned subsidiary of Gurnet Point.

Contingent Value Rights Agreement (Pages 27 and 117 to 120 )

The CVRs will be issued by Gurnet Bidco in accordance with and subject to the terms of the CVR Agreement. Pursuant to the terms of the Acquisition, each CVR will represent the contractual right to receive the following cash payments from Gurnet Bidco, with each payment conditional upon the achievement of certain payment events as follows:

If and when the First CVR Payment has been made, the CVR holders shall have no future rights to payment with respect to the First CVR Payment Event. If and when the Second CVR Payment has been made, the CVR holders shall have no future rights to payment with respect to the Second CVR Payment Event. If and when the Third CVR Payment 2019 or (as the case may be) the Third CVR Payment 2020 has been made, the CVR holders shall have no future rights to payment with respect to any Third CVR Payment Event. If and when the Fourth CVR Payment 2019 or (as the case may be) the Fourth CVR Payment 2020 has been made, the CVR holders shall have no future rights to payment with respect to any Fourth CVR Payment Event.

The CVRs are complex instruments and a number of factors will determine whether any amount will actually be paid to Innocoll Shareholders in accordance with the terms of the CVRs. If none of the CVR Payment Events occur by the relevant dates, then the CVRs will have no value. The minimum payment under the CVRs is zero and the maximum payment is $4.90 in cash per Innocoll Share. The CVRs are not cash confirmed and Gurnet Point has not guaranteed the obligations of Gurnet Bidco pursuant to the CVR Agreement.

The total amount payable under the CVR Agreement, could be zero. There will be no interest conferred by a CVR in the economic activities of the Innocoll Group generally or the Gurnet Point Group generally.

The Scheme Meeting (Pages 8 and 11 )

Date, Time and Place . The Scheme Meeting will be held at 6 ^th Floor, 2 Grand Canal Square, Dublin 2, Ireland on June 28, 2017, commencing at 2:00 p.m. (Irish time).

Purpose . The purpose of the Scheme Meeting is to allow the High Court to ascertain whether Innocoll Shareholders are in favor of the Scheme. At the Scheme Meeting, you will be asked to consider and vote upon a resolution to approve the Scheme in its original form or with or subject to any modifications(s), addition(s) or condition(s) approved or imposed by the High Court.

Quorum . Innocoll Shareholders may not take action at the Scheme Meeting unless there is a quorum present. A Scheme Meeting is duly constituted, and a quorum is present, if, at the commencement of the meeting, two or more Innocoll Shareholders of record are present in person or by proxy.

Vote Required . At the Scheme Meeting, the Scheme will be approved by Innocoll Shareholders if both: (1) a simple majority (more than 50%) in number of Innocoll Shareholders who vote (in person or by proxy) at the Scheme Meeting, vote in favor of the Scheme and (2) Innocoll Shares representing at least three-fourths (75%) in value of the total number of Innocoll Shares voted at the Scheme Meeting are voted in favor of the Scheme.

In considering its approval of the Scheme, the High Court will consider whether there has been a sufficiently large (in the High Court’s judgment) number of Innocoll Shares included in the vote in favor of the Scheme to fairly represent the opinion of Innocoll Shareholders, in addition to whether the required majority (as described above) is obtained.

The EGM (Pages 8 and 12 )

Date, Time and Place . The EGM will be held at 6 ^th Floor, 2 Grand Canal Square, Dublin 2, Ireland on June 28, 2017, commencing at 2:10 p.m. (Irish time) or, if later, immediately after the conclusion of the Scheme Meeting.

Purpose . At the EGM, you will be asked to consider and vote upon resolutions (1) to amend the memorandum of association of Innocoll to broaden the objects of Innocoll in order to enable it to implement the Scheme; (2) to approve the Scheme and to authorize the Innocoll Directors to take such action as they consider necessary or appropriate to carry the Scheme into effect; (3) to approve the cancellation of the Cancellation Shares pursuant to Section 84 of the Act; (4) to apply the reserve arising upon the Reduction of Capital in paying up in full at par New Innocoll Shares to be issued to Gurnet Bidco and/or its nominee(s) and (5) to amend the Innocoll articles of association in connection with the treatment of any Innocoll Shares issued under the Innocoll Share Plans, or otherwise, between the Voting Record Time and the Scheme Record Time or on or after the Scheme Record Time.

Quorum . Innocoll Shareholders may not take action at the EGM (with the exception of the appointment of the Chairman) unless there is a quorum present. A meeting of shareholders is duly constituted and a quorum is present, if, at the commencement of the meeting, two or more Innocoll Shareholders holding shares that represent at least 50% of the issued shares carrying the right to vote at such meeting are present in person or by proxy.

Vote Required . At the EGM, the ordinary resolutions must be approved by a simple majority (more than 50%) of the votes cast and the special resolutions must be approved by at least three-fourths (75%) of the votes cast.

Voting Record Time (Pages i and 18 )

Only holders of Innocoll Shares as of the Voting Record Time for the Meetings, will be entitled to notice of, and to vote at, the Meetings or any adjournments thereof. At the Voting Record Time, there were 30,095,931 Innocoll Shares outstanding, held by 28 holders of record. Each issued and outstanding Innocoll Share at the Voting Record Time is entitled to one vote on each proposal on which the holder of such Innocoll Share is eligible to vote and any other matter properly coming before the Meetings.

Voting and Proxies (Page s 9 to 13 )

Any Innocoll Shareholder of record entitled to vote at the Meetings may submit a proxy via the Internet, by returning the enclosed proxy cards by mail, or by voting in person at the Meetings. If you intend to submit your proxy via the Internet, you must do so no later than the date and time indicated on the applicable proxy cards. Even if you plan to attend the Meetings, if you hold Innocoll Shares in your own name as the Innocoll Shareholder of record, please vote your shares by completing, signing, dating and returning the enclosed proxy cards or by using the Internet voting instructions printed on your proxy cards.

If your Innocoll Shares are held in “street name”, you should instruct your brokerage firm, bank, dealer or other similar organisation on how to vote such Innocoll Shares using the instructions provided by your brokerage firm, bank, dealer or other similar organisation. If your Innocoll Shares are held in “street name”, you must obtain a legal proxy from such brokerage firm, bank, dealer or other similar organisation in order to vote in person at the Meetings. If you fail to provide your brokerage firm, bank, dealer or other similar organisation with instructions on how to vote your Innocoll Shares, your brokerage firm, bank, dealer or other similar organisation will not be able to vote such shares at the Meetings.

Revocability of Proxy (Page 13 )

For Innocoll Shareholders who hold through DTC :

Please refer to the instructions provided by your brokerage firm, bank, dealer, or other similar organisation.

For Innocoll Shareholders of Record:

If you are an Innocoll Shareholder of record, you may revoke your proxy in any one of three ways:

Your last vote, prior to or at the Meetings, is the vote that will be counted.

The Court Hearing (Page 9 )

In addition to the approval of the Scheme by Innocoll Shareholders at the Scheme Meeting, in order for the Scheme to become effective, the sanction of the Scheme by the High Court at a hearing is required. This hearing is referred to as the Court Hearing.

Recommendation from the Innocoll Board of and Reasons for the Scheme (Pages 23 to 26 )

The Innocoll Board unanimously recommends that Innocoll Shareholders vote or procure votes in favor of the Acquisition, the Scheme and the Resolutions at the Meetings (or if the Acquisition is implemented by way of a Takeover Offer, Innocoll Shareholders accept or procure acceptance of such Takeover Offer), as each of the Innocoll Directors who is a beneficial owner of Innocoll Shares has irrevocably undertaken to do in respect of his own entire beneficial holding of Innocoll Shares, representing, in aggregate, approximately 7.6% of the issued ordinary share capital of Innocoll at the Voting Record Time.

Opinion of Innocoll’s Financial Adviser (Pages 44 to 55 )

On April 4, 2017 Piper Jaffray delivered its oral opinion to the Innocoll Directors and subsequently confirmed in writing on April 4, 2017 that, as of such date and based upon and subject to the assumptions and qualifications stated in its opinion, the Consideration to be received by Innocoll Shareholders pursuant to the Acquisition was fair and reasonable to the Innocoll Shareholders.

The full text of Piper Jaffray’s written opinion, dated April 4, 2017 is attached as Annex C to this Scheme Document and incorporated into this document by reference. We urge Innocoll Shareholders to read the entire opinion carefully to learn about the assumptions made, procedures followed, matters considered and limits on the scope of the review undertaken by Piper Jaffray in rendering its opinion.

Appraisal Rights (Page 13 and 133 )

If the Innocoll Shareholders approve the Scheme at the Scheme Meeting and the High Court sanctions the Scheme, then, subject to the Scheme becoming effective in accordance with its terms, the Scheme will be binding on all Innocoll Shareholders, including those Innocoll Shareholders who did not vote or who voted against it at the Scheme Meeting. If the Innocoll Shareholders approve the Scheme and the High Court sanctions the Scheme, no Innocoll Shareholder will have “dissenters” or “appraisal” rights under Irish law or otherwise have any right to seek a court appraisal of the value of Innocoll Shares. If the Scheme becomes effective, all Innocoll Shareholders will receive the same Consideration per Innocoll Share.

Conditions to the Scheme and the Acquisition (Page 40 and 66 to 72 )

The Acquisition is conditional on the Scheme becoming Effective by no later than the End Date (or such earlier date as may be specified by the Panel or such later date as Innocoll and Gurnet Point may, with (if required) the

consent of the Panel, agree and which, if High Court approval is required, 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, amongst other things, upon:

Non-Solicitation (Page 115 to 116 )

Except in limited circumstances, the Innocoll Directors have agreed not to withdraw or adversely modify their recommendation to the Innocoll Shareholders regarding the Scheme.

In addition, the Transaction Agreement provides that Innocoll will not, among other things, directly or indirectly solicit, initiate, or knowingly encourage an Innocoll Alternative Proposal, participate in any discussions or negotiations regarding an Innocoll Alternative Proposal with, or furnish non-public information to, a third party in connection with an Innocoll Alternative Proposal, or waive, terminate, modify or fail to use its reasonable best efforts to enforce any standstill or similar obligation, subject to certain exceptions that permit Innocoll to engage in discussions and negotiations, and furnish non-public information, if Innocoll Board has determined in good faith (after consultation with Innocoll’s financial adviser and outside legal advisers) that such Innocoll Alternative Proposal is, or would reasonably be expected to lead to an Innocoll Superior Proposal.

Termination of the Transaction Agreement (Page 114 )

The Transaction Agreement contains certain termination rights for the parties, including, among other things: (i) the right for either party to terminate the Transaction Agreement if the requisite Innocoll Shareholder approvals are not obtained, if the Acquisition is not consummated by the End Date, if the High Court declines to sanction the Scheme (unless all parties agree in writing that the decision of the High Court will be appealed, (it being agreed that Innocoll shall make such appeal if requested to do so by Gurnet Point)), or if an injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition and such injunction shall have become final and non-appealable; (ii) the right of a party to terminate in certain circumstances if the other party is in breach of its representations or fails to perform its covenants; (iii) the right for Gurnet Point to terminate if an Innocoll Change of Recommendation occurs prior to the EGM; and (iv) the right of Innocoll to terminate under certain circumstances in connection with an Innocoll Superior Proposal.

Expenses Reimbursement Agreement (Page 26 and 107 )

Under the Expenses Reimbursement Agreement, Innocoll has agreed to pay to Gurnet Point in certain circumstances an amount equal to all documented, specific quantifiable third party costs and expenses incurred by Gurnet Point and/or Gurnet Bidco, for its or their account or on its or their behalf, for the purposes of, in preparation for, or in connection with the Acquisition, including but not limited to, exploratory work carried out

in contemplation of and in connection with the Acquisition, legal, financial, tax and commercial due diligence and arranging financing and engaging advisers to assist in the process. The gross amount payable to Gurnet Point pursuant to the Expenses Reimbursement Agreement will not, in any event, exceed $1,344,000.

Loan Agreement (Pages 27 to 29 and 120 to 121 )

In connection with the execution of the Transaction Agreement, on May 9, 2017, Innocoll, its wholly-owned subsidiary and Gurnet Point entered into a Loan and Guaranty Agreement which provides that, upon the agreed upon drawdown date, and subject to satisfaction of certain conditions, Gurnet Point or its nominee affiliate, will make a loan to Innocoll’s wholly-owned subsidiary in an aggregate principal amount of $10 million.

The Innocoll Directors and Executive Officers and the Effect of the Scheme on their Interests (Page 26 , 36 , 45 and 124 )

Innocoll’s Directors and executive officers may have economic interests in the Acquisition that are different from, or in addition to, those of Innocoll Shareholders generally. These interests may create potential conflicts of interest. The Innocoll Board was aware of these interests, which include those summarized below, and considered them, among other matters, in approving the Acquisition and the Scheme:

Innocoll Equity Incentive Awards (Page 29 and 44 )

Innocoll has granted Innocoll Options, Innocoll Restricted Shares and Innocoll RSUs.

Each Innocoll Underwater Option (which includes every Innocoll Option except for an Innocoll Option granted under the Innocoll 2016 Plan that has an exercise price per Innocoll Share equal to or less than $6.65) that is outstanding and unexercised immediately prior to the Effective Time, and whether vested or unvested, will, without any further action on the part of any holder thereof, be cancelled as of immediately prior to the Effective Time, without the payment of any consideration in respect thereof. However, if the terms of the Innocoll Option Award Agreement applicable to any Innocoll Underwater Option do not permit or provide for the cancellation described above, such Innocoll Underwater Option shall not be cancelled, but, if any such Innocoll Underwater Option is exercised following the Effective Time, any Innocoll Shares issued upon exercise of such Innocoll Underwater Option shall be subject to acquisition by Gurnet Bidco (at Gurnet Bidco’s sole election) pursuant to the Innocoll Constitution for the same or equivalent consideration per Innocoll Share as the Consideration.

Each unvested Innocoll Superior Option (i.e. every Innocoll Option granted under the Innocoll 2016 Plan that has an exercise price equal to or less than $6.65 per Innocoll Share) shall become fully vested, subject to and conditional upon the sanction by the High Court of the Scheme (without material modification). Each holder of an Innocoll Superior Option shall be permitted (in his/her sole discretion) to exercise such Innocoll Superior Option, such exercise to be subject to and conditional upon the sanction by the High Court of the Scheme (without material modification), during the period commencing immediately after the making of the Court Order and ending immediately prior to the Effective Time, upon giving appropriate notice of his or her intention to exercise such Innocoll Superior Option in the manner and within the timeframe to be set out in the applicable Rule 15 Proposal. Each Innocoll Share issued upon the due exercise (including payment of the relevant exercise price) of an Innocoll Superior Option during such exercise period shall be subject to the terms of the Scheme and the relevant holders shall be entitled, as of the Effective Time, to receive the Consideration. At the Effective Time, each Innocoll Superior Option that has not been properly exercised in accordance with the relevant Rule 15 Proposal shall be cancelled without the payment of any amount or other consideration in respect thereof and have no further effect.

Each Innocoll Restricted Share that is outstanding immediately prior to the Effective Time will, without any further action on the part of any holder thereof, be cancelled under the Scheme, and the former holder of such Innocoll Restricted Share will receive the Consideration.

Each Innocoll RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall terminate, be cancelled and cease to have any force or effect as of immediately prior to the Effective Time in exchange for the right to receive the Consideration for each Innocoll Share which was subject to such Innocoll RSU. The $1.75 Cash Consideration payable to each former holder of an Innocoll RSU outstanding immediately prior to the Effective Time shall be paid through Innocoll’s payroll to such former holder of an Innocoll RSU on the next scheduled Innocoll payroll date, net of any Taxes withheld.

Effective Time of the Scheme (Page 14 and 18 )

Assuming the necessary approvals from the Innocoll Shareholders have been obtained and all Conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon the delivery to the Registrar of Companies of a copy of the Court Order together with the minute required by Section 86 of the Act confirming the Reduction of Capital to take place in connection with the Acquisition. The Reduction of Capital becomes effective upon the registration of the Court Order and minute by the Registrar of Companies, which, subject to the sanction of the Scheme by the High Court, is expected to be prior to the end of the third quarter of 2017.

Regulatory Approvals (Page 133 )

Gurnet Point and Innocoll do not believe that any antitrust approvals are required to consummate the Acquisition.

Litigation Related to the Scheme (Page 133 )

On May 5, 2017, a purported Innocoll shareholder filed a putative class action against Innocoll and the members of the Innocoll Board that challenges the disclosures made in connection with the Acquisition. The lawsuit was filed in the United States District Court for the Eastern District of Pennsylvania and is styled Michael Rubin v. Innocoll Holdings Public Limited Company, Anthony P. Zook, Jonathan Symonds, Shumeet Banerji, David R. Brennan, A. James Culverwell, Rolf D. Schmidt and Joseph Wiley., civil action no. 2:17-cv-02066-NIQA. The complaint alleges that the preliminary proxy statement filed by Innocoll on April 21, 2017 fails to disclose certain allegedly material information in violation of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder. Based on these allegations, the plaintiff seeks to enjoin the forthcoming shareholder votes on the Acquisition and the consummation of the Acquisition or, in the alternative, for rescission of the Acquisition or rescissory damages. The plaintiff also seeks certain costs and fees, including attorneys’ and experts’ fees. Innocoll and the members of the Innocoll Board believe that the claims asserted in the action are without merit and intend to defend against the lawsuit vigorously. Similar cases may also be filed in connection with the Acquisition.

Separation Agreement (Page 124 )

On May 2, 2017, the Company entered into a Confidential Separation Agreement and General Release with Jose Carmona, who served as the Chief Financial Officer of Innocoll until May 12, 2017, providing for the voluntary termination of the employment relationship between Innocoll and Mr. Carmona. Pursuant to this separation agreement, Mr. Carmona will be eligible to receive a deal bonus in the aggregate amount of $284,200 if the Acquisition (or an alternative change in control transaction) is completed on or prior to October 31, 2017. In addition, the separation agreement provides that the 233,000 RSUs previously granted to Mr. Carmona will remain outstanding despite Mr. Carmona’s departure and will be settled in accordance with the terms of the Acquisition described paragraph 10.5 (Innocoll RSUs) of Part 1 (Letter of Recommendation from the Innocoll Board) of this document.

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION, THE SCHEME OF ARRANGEMENT, THE SCHEME MEETING, THE EGM AND THE COURT HEARING

The following questions and answers are provided for your convenience, and briefly address some commonly asked questions about the Acquisition, the Scheme of Arrangement, the Scheme Meeting, the EGM, and the Court Hearing. These questions and answers may not address all questions that may be important to you as an Innocoll Shareholder. You should still carefully read this entire document, including each of the annexes attached to this document.

For information on how to vote at the Scheme Meeting please refer to Question 10.

For information on how to vote at the EGM please refer to Question 11.

For those Innocoll Shareholders whose Innocoll Shares are not registered in their own name, and are held in an account at a brokerage firm, bank, dealer or other similar organisation, such shares are referred to throughout this document as shares “held through DTC” or shares in “street name”.

Innocoll Shareholders who hold shares through DTC at the Voting Record Time will, subject to compliance with the procedures described at Questions 10 and 11 below, be entitled to vote at the Meetings. Changes in Innocoll Shareholders after the Voting Record Time will be disregarded for voting purposes.

For Innocoll Shareholders of Record :

If your Innocoll Shares are registered in Innocoll’s Register of Members in your name, you are an Innocoll Shareholder of record. References made throughout this document to “Innocoll Shareholders of record” relate to Innocoll Shareholders whose names are entered in Innocoll’s Register of Members as the holders of Innocoll Shares.

Innocoll Shareholders of record who were entered in Innocoll’s Register of Members as at the Voting Record Time will be entitled to attend, speak and vote at the Meetings. Changes in Innocoll Shareholders of record after the Voting Record Time will be disregarded for these purposes.

Follow the instructions from your brokerage firm, bank, dealer or other similar organisation, and contact that organisation if you have any queries.

If you have elected through your brokerage firm, bank, dealer or other similar organisation to receive a full package of meeting materials, you will receive a voting instruction form (“ VIF ”). Please follow the instructions on the VIF to cast your vote. The majority of Innocoll Shareholders who hold through DTC will receive a notice of internet availability (“ Notice Card ”). The Notice Card contains instructions on how to vote via the Internet, view the meeting materials online and request a full package of the meeting materials. Your brokerage firm, bank, dealer, or other similar organisation may have requirements in addition to the VIF or Notice Card and may have an earlier deadline than the Proxy Return Time by which you must submit your vote, so you should read carefully all materials and instructions provided to you.

Proxy Return Time: 8:59 a.m. (New York time) on June 26, 2017 or, if the Scheme Meeting is adjourned, 8:59 a.m. (New York time) on the day falling two Business Day s immediately before the date appointed for the adjourned Scheme Meeting.

For Innocoll Shareholders of Record:

As an Innocoll Shareholder of record at the Voting Record Time you may vote in person at the Scheme Meeting or vote by proxy. The appointment of a proxy will not preclude you from attending, speaking and/or voting at the Scheme Meeting if you subsequently wish to attend the Scheme Meeting. In the case of joint holders, the vote of the senior member who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other shareholder of record and, for this purpose, seniority shall be determined by the order in which the names appear in Innocoll’s Register of Members in respect of the joint holding.

Innocoll Shareholders of record at the Voting Record Time have been sent a proxy card for the Scheme Meeting. The proxy card in respect of the Scheme Meeting is marked “Innocoll Scheme Meeting”.

In order to cast a vote by proxy, please complete and sign the proxy card marked “Innocoll Scheme Meeting” accompanying this document in accordance with the instructions printed thereon and return it to Innocoll’s registrar at Capita Asset Services – Shareholder Solutions, 2 Grand Canal Square, Dublin 2, Ireland as soon as possible but, in any event, so as to be received by mail or, during normal business hours, by hand, by the Proxy Return Time. Your proxy card can also be submitted via the Internet at http://www.cstproxyvote.com/ by the Proxy Return Time. If you vote by Internet, please do not mail your proxy card. All proxies will be forwarded to the Registrar electronically.

Proxy Return Time: 8:59 a.m. (New York time) on June 26, 2017 or, if the Scheme Meeting is adjourned, 8:59 a.m. (New York time) on the day falling two Business Day s immediately before the date appointed for the adjourned Scheme Meeting.

Appointment of Representatives by Corporate Innocoll Shareholders of Record:

In addition to the foregoing, a corporate Innocoll Shareholder of record which is entitled to attend and vote at the Scheme Meeting is entitled to appoint a representative to attend and vote at the Scheme Meeting on its behalf.

A form of appointment of representative by a corporate Innocoll Shareholder of record is available via www.innocoll.com. Corporate Innocoll Shareholders who wish to appoint a representative to attend the Scheme Meeting should complete the form of appointment of representative and then deposit it (together with any power of attorney or other authority under which it is signed or a notarised copy of that power or authority) with Innocoll Holdings plc, Attn: Company Secretary, 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland at any time prior to the commencement of the Scheme Meeting. Representatives of corporate Innocoll Shareholders will not be entitled to attend and/or vote at the Scheme Meeting on behalf of such corporate shareholder unless these procedures are followed.

Follow the instructions from your brokerage firm, bank, dealer or other similar organisation, and contact that organisation if you have any queries.

If you have elected through your brokerage firm, bank, dealer or other similar organisation to receive a full package of meeting materials, you will receive a VIF. Please follow the instructions on the VIF to cast your vote. The majority of Innocoll Shareholders who hold through DTC will receive a Notice Card. The Notice Card contains instructions on how to vote via the Internet, view the meeting materials online and request a full package of the meeting materials. Your brokerage firm, bank, dealer, or other similar organisation, may have requirements in addition to the VIF or Notice Card and may have an earlier deadline than the Proxy Return Time by which you must submit your vote, so you should read carefully all materials and instructions provided to you.

Proxy Return Time: 8:59 a.m. (New York time) on June 26, 2017 or, if the EGM is adjourned, 8:59 a.m. (New York time) on the day falling two Business Day s immediately before the date appointed for the adjourned EGM .

For Innocoll Shareholders of Record:

Innocoll Shareholders of record at the Voting Record Time may vote in person at the EGM or vote by proxy. The appointment of a proxy will not preclude an Innocoll Shareholder of record from attending, speaking and/or voting at the EGM if the Innocoll Shareholder subsequently wishes to attend the EGM. In the case of joint holders, the vote of the senior member who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other shareholder of record and, for this purpose, seniority shall be determined by the order in which the names appear in Innocoll’s Register of Members in respect of the joint holding.

Innocoll Shareholders of record at the Voting Record Time, have been sent a proxy card for the EGM. The proxy card in respect of the EGM is marked “Innocoll Extraordinary General Meeting”.

In order to cast a vote by proxy, please complete and sign the proxy card marked “Innocoll Extraordinary General Meeting” accompanying this document in accordance with the instructions printed thereon and return it to Innocoll’s registrar at Capita Asset Services – Shareholder Solutions, 2 Grand Canal Square, Dublin 2, Ireland as soon as possible but, in any event, so as to be received by mail or, during normal business hours, by hand, by the Proxy Return Time. Your proxy card can also be submitted via the Internet at http://www.cstproxyvote.com/ by the Proxy Return Time. If you vote by Internet, please do not mail your proxy card. All proxies will be forwarded to the Registrar electronically.

Proxy Return Time: 8:59 a.m. (New York time) on June 26, 2017 or, if the EGM is adjourned, 8:59 a.m. (New York time) on the day falling two Business Day s immediately before the date appointed for the adjourned EGM .

Appointment of Representatives by Corporate Innocoll Shareholders of Record:

In addition to the foregoing, a corporate Innocoll Shareholder of record which is entitled to attend and vote at the EGM is entitled to appoint a representative to attend and vote at the EGM on its behalf.

A form of appointment of representative by a corporate Innocoll Shareholder of record is available via http://www.innocoll.com. Corporate Innocoll Shareholders who wish to appoint a representative to attend the EGM should complete the form of appointment of representative and then deposit it (together with any power of attorney or other authority under which it is signed or a notarised copy of that power or authority) with Innocoll Holdings plc, Attn: Company Secretary, 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland at any time prior to the commencement of the EGM. Representatives of corporate Innocoll Shareholders will not be entitled to attend and/or vote at the EGM on behalf of such corporate shareholder unless these procedures are followed.

High Court Determination . In addition to approval by the Innocoll Shareholders at the Scheme Meeting, approval of the Scheme will also require approval of the High Court. In considering its approval of the Scheme, the High Court will consider whether there has been a sufficiently large (in the High Court’s judgment) number of Innocoll Shares included in the vote in favor of the Scheme to fairly represent the opinion of Innocoll Shareholders, in addition to whether the required majority (as described above) is obtained. As a result, it is important that as many votes as possible are cast at the Scheme Meeting.

The Innocoll Board strongly urges Innocoll Shareholders who hold shares through DTC and Innocoll Shareholders of record as at the Voting Record Time to follow the relevant voting procedures outlined in Question 10 to ensure the representation and voting of their Innocoll Shares at the Scheme Meeting.

Failure to vote will increase the likelihood of the Scheme being defeated at the Scheme Meeting or rejection by the High Court for lack of a fair representation of Innocoll Shareholder opinion, resulting in the Acquisition not proceeding.

The Innocoll Board strongly urges Innocoll Shareholders who hold through DTC and Innocoll Shareholders of record as at the Voting Record Time to follow the relevant voting procedures outlined in Question 11 to ensure the representation and voting of their Innocoll Shares at the EGM.

Innocoll Shareholders who hold through DTC at the Voting Record Time are invited to attend the Meeting. In order to be entitled to be admitted to the Meeting, an Innocoll Shareholder who holds through DTC will need to present a form of photo identification (such as a driver’s license or passport) and valid proof of ownership of their Innocoll Shares (such as a statement reflecting their ownership as of the Voting Record Time or a letter from the organisation which holds their shares “in street name”). However, since Innocoll Shareholders who hold through DTC are not Innocoll Shareholders of record, they may not vote their Innocoll Shares in person at the Meetings, unless they obtain a legal proxy from the brokerage firm, bank, dealer or other similar organisation holding their Innocoll Shares.

For Innocoll Shareholders of Record:

Innocoll Shareholders of record at the Voting Record Time are invited to attend the Meeting and may vote their Innocoll Shares in person at the Meeting. They will be admitted to the Meeting only if their shareholder status can be verified by checking their name against the Innocoll Register of Members at the Voting Record Time. The appointment of a proxy will not preclude an Innocoll Shareholder of record from attending, speaking and/or voting at the Meeting if the Innocoll Shareholder subsequently wishes to attend such Meeting.

Failure to vote will increase the likelihood of the Scheme being defeated at the Scheme Meeting, the resolutions to be considered at the EGM not being approved or rejection by the High Court for lack of a fair representation of Innocoll Shareholder opinion, resulting in the Acquisition not proceeding.

Please refer to the instructions provided by your brokerage firm, bank, dealer, or other similar organisation.

For Innocoll Shareholders of Record:

If you are the Innocoll Shareholder of record, you may revoke your proxy in any one of three ways:

Your last vote, prior to or at the Meetings, is the vote that will be counted.

You can vote against approval of the Scheme at the Scheme Meeting and/or the EGM by following the voting instructions in Question 10 and Question 11.

For Innocoll Shareholders of Record :

You can vote against approval of the Scheme at the Scheme Meeting and/or the EGM by following the voting instructions in Question 10 and Question 11.

For all Innocoll Shareholders :

Each Innocoll Shareholder is entitled to be represented by counsel or a solicitor (at their own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

procure acceptance of that Takeover Offer), as each of the Innocoll Directors who is a beneficial owner of Innocoll Shares has irrevocably undertaken to do in respect of his own entire beneficial holding of Innocoll Shares representing, in aggregate, approximately 7.6% of the issued ordinary share capital of Innocoll as at the Voting Record Time. To review the Innocoll Board’s reasons for recommending the Acquisition, see Part 1 (Letter of Recommendation from the Innocoll Board) of this document.

detailed explanation of the Irish and U.S. tax consequences, see paragraphs 7 and 8 of Part 8 (Additional Information) of this document entitled “Irish Taxation” and “Certain U.S. Federal Income Tax Consequences”, respectively. In any case and for details of the tax consequences of the Acquisition for Innocoll Shareholders in tax jurisdictions outside Ireland and the United States, you should consult your personal tax advisers for a full explanation of the tax consequences of the Scheme to you.

Accordingly, a single proxy statement may be delivered to multiple Innocoll Shareholders sharing an address unless contrary instructions have been received from the affected Innocoll Shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive separate proxy materials, please notify your broker. Innocoll Shareholders who currently receive multiple copies of the proxy materials at their addresses and would like to request “householding” of their communications should contact their brokers.

If you are a record holder and would like to receive a separate copy of this document, please contact our proxy solicitor, Okapi Partners LLC by telephone at +1(212)-297-0720 or at +1(877)-279-2311 (toll-free) between 9:00 a.m. and 5:00 p.m. (New York time) or by mail at 1212 Avenue of the Americas, 24 ^th Floor, New York, New York 10036, USA. If you are a beneficial owner and would like to receive a separate copy of this document, please contact your brokerage firm. Each Innocoll Shareholder who participates in householding will continue to be able to access or receive separate proxy cards.

For legal reasons, Okapi Partners LLC cannot provide advice on the benefits of the Scheme or the Acquisition or recommend how you vote or give any financial advice or tax advice.

ENCLOSURES AND CONTACT INFORMATION

Enclosures

Voting instruction forms for each of the Scheme Meeting and the EGM.

Proxy cards for each of the Scheme Meeting and the EGM.

Contact Information

If you have any queries in relation to the voting instruction forms or proxy cards (as applicable) or actions to be taken at the Meetings, please contact:

1212 Avenue of the Americas, 24 ^th Floor
New York, New York 10036
+1(212) 297-0720 (Main)
Shareholders Call Toll-Free: +1(877) 279-2311
Email: info@okapipartners.com

For legal reasons, Okapi Partners LLC cannot provide advice on the benefits of the Scheme or the Acquisition or recommend how you vote or give any financial advice or tax advice.

*These dates and times are provided by way of indicative guidance only, are based on Innocoll’s current expectations and may be subject to change. For example, if it takes longer than expected to satisfy the Conditions, the hearing to sanction the Scheme will follow such satisfaction. If the anticipated date for the Court Hearing of the petition to sanction the Scheme is changed, Innocoll will give adequate notice of the change by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated above shall be notified in the same way.

Notes:

(1) The dates and times are indicative only and will depend on, inter alia, the date upon which the Conditions are satisfied or waived (if capable of waiver), and the dates upon which the High Court sanctions the Scheme and confirms the Reduction of Capital that forms part of the Scheme and the Court Order sanctioning the Scheme and the minutes required in respect of the Reduction of Capital are delivered to and registered by the Registrar of Companies. Unless otherwise noted, all time references are to Irish time.

(2) If any of the Meetings is adjourned, the latest time for receipt of proxy cards for such adjourned Meeting is 8:59 a.m. (New York time) on the day falling two Business Days immediately before the date appointed for the adjourned Meeting.

(3) On application to the High Court made by Innocoll on May 10, 2017, the High Court directed that the Scheme Meeting be held on June 28, 2017 at 2:00 p.m. (Irish time).

(4) To commence at 2:10 p.m. (Irish time) (or, if later, as soon thereafter as the Scheme Meeting shall have been concluded or adjourned).

GENERAL INFORMATION

INFORMATION REGARDING THE MEETINGS IS AVAILABLE ON INNOCOLL’S WEBSITE AT WWW.INNOCOLL.COM.

Save where specifically provided, neither the content of any website referred to in this document, nor the content of any website accessible from hyperlinks included in this document, shall be deemed incorporated into, or made a part of, this document.

The Scheme requires approval by Innocoll Shareholders at the Scheme Meeting to be held on at 2:00 p.m. (Irish time) on June 28, 2017. In addition to approval at the Scheme Meeting, implementation of the Scheme requires various approvals by Innocoll Shareholders at the EGM to be held at 2:10 p.m. (Irish time) on June 28, 2017 or, if later, immediately after the conclusion or adjournment of the Scheme Meeting (it being understood that if the Scheme Meeting is adjourned, the EGM shall be correspondingly adjourned).

Solicitation of Proxies

Innocoll will pay the cost of soliciting proxies for the Meetings. Innocoll may solicit by mail, telephone, personal contact and email and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send the notices, and if requested, other proxy materials, to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, Innocoll’s directors, officers and employees may solicit proxies, either in-person or by telephone, facsimile or written or email (without additional compensation). Innocoll Shareholders are encouraged to return their proxies promptly.

Innocoll has retained Okapi Partners LLC to assist in the solicitation of proxies from Innocoll Shareholders by mail, telephone or other electronic means, or in person, for a fee of up to $25,000 plus reasonable out-of-pocket expenses relating to the solicitation. No additional compensation will be paid for such services.

Participants in the Solicitation

Innocoll, Gurnet Point and Gurnet Bidco and certain of their respective directors and executive officers and employees may be considered participants in the solicitation of proxies from the shareholders of Innocoll in respect of the transactions contemplated by this document. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Innocoll Shareholders in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in this document. Information regarding Innocoll’s directors and executive officers is contained in Innocoll’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 which is filed with the SEC. Information concerning the interests of Innocoll’s participants in the solicitation, which may, in some cases, be different than those of Innocoll Shareholders generally is set forth in this document.

Shareholder Communications

Innocoll Shareholders and interested parties may contact any of the Innocoll Directors, including the Chairman of the Innocoll Board, the chair of any committee of the Innocoll Board, or any committee of the Innocoll Board by writing to them at Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Co. Roscommon, Ireland.

Innocoll will hold an annual general meeting in 2017 only if the Acquisition has not already been completed.

Any Innocoll Shareholder who wishes to submit a proposal for inclusion in Innocoll’s proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in the proxy materials relating to the Innocoll 2017 annual general meeting of shareholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received no later than •a reasonable time before Innocoll begins to point its proxy materials. Such proposals must be delivered to the Chairman, at Innocoll’s registered office.

Director Attendance at the Meetings

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

Questions and Further Information

If you are an Innocoll Shareholder and have any questions relating to the Acquisition or to this document or how to vote, you should contact Okapi Partners LLC at +1(212)-297-0720 or at +1(877)-279-2311 (toll-free) between 9:00 a.m. and 5:00 p.m. (New York time) on any Business Day.

For legal reasons, Okapi Partners LLC cannot provide advice on the benefits of the Scheme or the Acquisition or recommend how you vote or give any financial advice or tax advice.

To Innocoll Shareholders (including holders of Innocoll Restricted Shares), and, for information only, to holders of Innocoll Options, holders of German Options (other than Terminating German Optionholders) and holders of Innocoll RSUs

RECOMMENDED ACQUISITION OF INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY

Dear Innocoll Shareholder:

On April 4, 2017 Innocoll and Gurnet Point announced that they had reached agreement on the terms of a recommended offer to be made by Gurnet Point (acting through its general partner, Waypoint International), through Gurnet Bidco, for the entire issued and to be issued ordinary share capital of Innocoll.

The Acquisition will be effected by way of a scheme of arrangement between Innocoll and the Scheme Shareholders under Chapter 1 of Part 9 of the Act, 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) 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 these conditions, the Acquisition will become effective prior to the end of the third quarter of 2017.

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

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, Innocoll Shareholders will receive for each Innocoll Share:

$1.75 in cash and a contingent value right ( “ CVR ” ) that represents a contractual right to receive payments up to a maximum aggregate amount of $4.90 in cash upon, and subject to, the occurrence of certain CVR Payment Events.

The Acquisition, including the maximum aggregate amount payable under the CVRs, values Innocoll’s entire issued and to be issued ordinary share capital at up to approximately $209 million.

The Cash Consideration of $1.75 per Innocoll Share represents a premium of:

The maximum aggregate Consideration payable in respect of the Acquisition, including the maximum aggregate amount payable under the CVRs, of $6.65 per Innocoll Share, represents a premium of:

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

The Acquisition is expected to be effected by means of a scheme of arrangement between Innocoll and the Scheme Shareholders. The Scheme will involve an application by Innocoll 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 Cash Consideration and the CVR Consideration in return for the cancellation or transfer of their Innocoll Shares.

The Scheme of Arrangement is an arrangement made between Innocoll and 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 issued Innocoll Shares will be cancelled pursuant to Sections 84 to 86 of the Act or transferred to Gurnet Bidco pursuant to the Scheme of Arrangement. Innocoll will then issue New Innocoll Shares to Gurnet Bidco in place of the Innocoll Shares cancelled pursuant to the Scheme and the Reduction of Capital and Gurnet Bidco will pay the Cash Consideration and will issue the CVRs in respect of the Scheme Shares to the former Innocoll Shareholders. As a result of the Scheme, Innocoll will become a direct wholly-owned subsidiary of Gurnet Bidco and an indirect wholly-owned subsidiary of Gurnet Point.

The Acquisition is conditional on the Scheme becoming Effective by no later than the End Date (or such earlier date as may be specified by the Panel or such later date as Innocoll and Gurnet Point may, with (if required) the consent of the Panel, agree and which, if High Court approval is required, 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, amongst other things, upon:

Time, held by Innocoll Shareholders who are members of that class of Innocoll Shareholders that are present and voting either in person or by proxy, at the Scheme Meeting (or at any adjournment of such meeting) held no later than the End Date;

Assuming the necessary approvals from the Innocoll 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 Reduction of Capital and registration of the Court Order and minute by the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Innocoll 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).

Gurnet Bidco reserves the right to elect, subject to the terms of the Transaction Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Innocoll as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on substantially the same terms (subject to appropriate amendments), including (without limitation), and if agreed with the Panel, the inclusion of an acceptance condition set at 80% of the shares to which such offer relates or such lesser percentage, being more than 50%, as Gurnet Bidco may decide.

The Innocoll Board has been considering the long-term strategy of Innocoll and strategic opportunities that might be available to enhance shareholder value on an ongoing basis. Such strategic opportunities include a sale of Innocoll, licensing transactions and public and private placements of securities. On an ongoing basis, the Innocoll Board has reviewed Innocoll’s short and long-term value, as well as challenges confronting Innocoll to raise capital and to achieve its strategic objectives.

For the background that led to the Innocoll Board’s decision to approve the Acquisition, see paragraph 5 (Past contacts, transactions, negotiations and agreements) of Part 8 (Additional Information) of this document.

In reaching its determination to approve the Acquisition, the Innocoll Board consulted with Innocoll’s management, Dentons US LLP, William Fry and Piper Jaffray, and drew on its knowledge of Innocoll’s business, management, financial condition, operating results, historical share price, growth prospects (as well as the risk associated with those prospects), and the competitive forces confronting the business, and considered the following factors in particular:

things, the uncertainty that Innocoll would be able to raise the necessary capital to commercialize its lead product, XARACOLL and (ii) licensing the sale of XARACOLL in the United States and retaining only non-U.S. rights;

The Innocoll Board also considered the following potentially negative factors and risks in its deliberations concerning the proposed Acquisition (and the terms thereof as set out in the Transaction Agreement):

The foregoing discussion of the factors considered by the Innocoll Board is not intended to be exhaustive, but does set forth all of the material factors considered by the Innocoll Board. The Innocoll Board collectively reached the unanimous conclusion to approve the Acquisition in light of the various factors described above and other factors that each member of the Innocoll Board deemed relevant. In view of the wide variety of factors considered by the members of the Innocoll Board in connection with their evaluation of the Acquisition and the complexity of these matters, the Innocoll 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.

The Scheme of Arrangement is an arrangement which is proposed to be made between Innocoll and 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 Innocoll Shares will be cancelled pursuant to Sections 84 to 86 of the Act or transferred to Gurnet Bidco pursuant to the Scheme of Arrangement. Innocoll will then issue New Innocoll Shares to Gurnet Bidco in place of the Innocoll Shares cancelled pursuant to the Scheme and Gurnet Bidco will pay the Consideration in respect of the Scheme Shares to the former Innocoll Shareholders. As a result of the Scheme, Innocoll will become a direct wholly-owned subsidiary of Gurnet Bidco and an indirect wholly-owned subsidiary of Gurnet Point.

Upon the Scheme becoming effective, all of the Innocoll Directors will resign from the Innocoll Board. One or more persons affiliated with Gurnet Point will be appointed to the Innocoll Board.

Pursuant to the terms of the Transaction Agreement, for a period of six years following the Effective Date, the Innocoll Directors will be entitled to certain ongoing indemnification rights under Innocoll Group’s organizational documents as well as coverage under directors’ and officers’ liability insurance policy from Innocoll or Gurnet Point (which Gurnet Point has agreed to cause Innocoll to maintain).

Further information explaining the effect of the Acquisition on the interests of the Innocoll Directors is set out in paragraph 7 of Part 3 (Information Required under Section 452 of the Act) of this document.

The Innocoll Board understands that, at this point in time, Gurnet Point has not yet developed its plans regarding the potential impact of the Acquisition on Innocoll’s operations, including its employees, locations of business or redeployment of fixed assets. The Innocoll Board understands that any such strategic plans will be finalized once the Acquisition has been completed and Gurnet Point has obtained a greater insight into the day-to-day running of the Innocoll Group, but welcomes the commitments given by Gurnet Point in the Transaction Agreement and as set out above.

The Transaction Agreement provides that, for a period of one year following the Effective Time, Gurnet Point will provide or cause to be provided to each Innocoll Employee (for so long as he/she remains in the employment or service of Innocoll during that period):

The Transaction Agreement further provides that, from and after the Effective Time, Gurnet Point will cause each member of the Innocoll Group to honor, in accordance with its terms (including with respect to amendment and termination), each compensation, employment, severance, change-of-control and similar agreement to which any member of the Innocoll Group is a party.

Innocoll has entered into the Expenses Reimbursement Agreement with Gurnet Point, the terms of which have been approved by the Panel. Piper Jaffray and the Innocoll Board have each confirmed in

writing to the Panel that in their opinion, in the context of the Acquisition, the entry by Innocoll into the Expenses Reimbursement Agreement is in the best interests of Innocoll Shareholders.

Under the Expenses Reimbursement Agreement, Innocoll has agreed to pay to Gurnet Point in certain circumstances an amount equal to all documented, specific quantifiable third-party costs (including vouched out of pocket expenses incurred by third party advisers) and expenses incurred by Gurnet Point and / or Gurnet Bidco, for its or their account or on its or their behalf, for the purposes of, in preparation for, or in connection with the Acquisition, should the Acquisition not proceed. Further details regarding the Expenses Reimbursement Agreement and the circumstances in which Innocoll may be obliged to make payment thereunder are set out in paragraph 6 (Material Contracts) of Part 8 (Additional Information) of this document.

Innocoll, Gurnet Point and Gurnet Bidco have entered into the Transaction Agreement which contains, amongst other things, certain obligations and commitments in relation to the implementation of the Acquisition and provisions in relation to the conduct of Innocoll’s business up to the Effective Date. Further details regarding the Transaction Agreement are set out at paragraph 6 (Material Contracts) of Part 8 (Additional Information) of this document.

Innocoll and Gurnet Bidco have agreed to a form of CVR Agreement. Gurnet Bidco and the Rights Agent (as rights agent for the Innocoll Shareholders) will enter into the CVR Agreement prior to the Scheme becoming effective.

The CVRs will be issued by Gurnet Bidco in accordance with and subject to the terms of the CVR Agreement. The CVRs are intended to afford Innocoll Shareholders an opportunity to benefit from the potential success of XARACOLL if certain conditions are met in accordance with the terms of the CVR Agreement.

Pursuant to the terms of the Acquisition, each CVR will represent the contractual right to receive certain cash payments from Gurnet Bidco, with each payment conditional upon the achievement of certain payment events.

A CVR represents the contractual right to receive, for each Innocoll Share, an additional cash payment if a CVR Payment Event occurs. No cash confirmation exercise has been undertaken by Gurnet Point or Gurnet Bidco to verify that resources will be available to Gurnet Bidco sufficient to satisfy any payments that may become due in respect of the CVRs. Evercore, as financial advisers to Gurnet and Gurnet Bidco, has not been required to confirm, and has not confirmed, that resources are available to Gurnet Bidco sufficient to satisfy any payments that may become due in respect of the CVRs and Innocoll Shareholders will be at risk if, for any reason, such resources are not available to Gurnet Bidco. Gurnet Point, Gurnet Bidco and Innocoll do not expect any of the CVR Payment Events to occur during the offer period.

Further details regarding the CVR Agreement are set out at paragraph 6 (Material Contracts) of Part 8 (Additional Information) of this document.

In connection with the execution of the Transaction Agreement, on May 9, 2017, Innocoll (in its capacity as the Guarantor) and its wholly-owned subsidiary, Innocoll Pharmaceuticals Limited, an Irish private limited company (the “ Borrower ”) and Gurnet Point entered into a Loan and Guaranty Agreement (the “ Loan Agreement ”) which provides that, upon the agreed upon drawdown date, and subject to satisfaction of certain conditions, Gurnet Point or its nominee affiliate (the “ Lender ”), will make a loan to the Borrower in an aggregate principal amount of $10 million (the “ Loan ”). The following summary of the Loan Agreement is qualified by reference to the complete text of the Loan Agreement, which is attached to this document as Annex D.

Under the terms of the Loan Agreement, the Loan will bear interest at a rate of 15% per annum. The principal amount of the Loan will be due and payable on December 31, 2017 (the “ Non- Acquisition

Term Loan Maturity Date ”) ( provided , that, if the Acquisition has occurred prior to such date, such date shall be automatically extended to the date that is 15 days after the maturity date of that certain Finance Contract, dated as of March 27, 2015 (the “ Existing Facility ”), by and among the Borrower, Innocoll and The European Investment Bank (the “ EIB ”) (the “ Acquisition Term Loan Maturity Date ” and together with the Non-Acquisition Term Loan Maturity Date, each a “ Term Loan Maturity Date ”)). Subject to certain exceptions, the Loan will be accelerated to become immediately due if Innocoll consummates certain alternative change in control proposals (other than the Acquisition) prior to the Non-Acquisition Term Loan Maturity Date.

Innocoll may prepay the principal amount and accrued interest of the Loan at any time and from time to time. However, if Innocoll voluntarily prepays the loan (i) on or prior to July 31, 2017, Innocoll will be required to pay a prepayment premium equal to 10% of the amount of the Loan being prepaid and (ii) on August 1, 2017 and thereafter until (but not including) the Non-Acquisition Term Loan Maturity Date, 5% of the amount of the Loan being prepaid. If Innocoll is required to prepay the loan pursuant to a mandatory prepayment (or if the commitments are terminated) (i) on or prior to July 31, 2017, Innocoll will be required to pay a premium equal to $1,000,000 and (ii) on August 1, 2017 and thereafter until (but not including) the Non-Acquisition Term Loan Maturity Date, $500,000 ( provided that such fees shall be reduced by any additional fee paid by Innocoll in connection with a voluntary prepayment).

Repayment of the Loan will secured by a security interest in favor of the Lender in all of the assets of the Borrower and negative pledge with respect to all of the assets of Innocoll. The security interest in favor of the Lender is subject and subordinate to an existing first priority security interest in favor of the EIB, the Borrower’s existing lender. The security interests in favor of the Lender will be evidenced by the terms of an Equitable Charge over Shares between Innocoll and the Lender (the “ Equitable Charge ”) and a Debenture between the Borrower and the Lender (the “ Debenture ”), each of which will be executed in connection with the Loan.

The Loan Agreement and ancillary documents include certain affirmative covenants, including minimum worth of the Borrower, compliance with laws, maintenance of insurance, maintenance of assets, timely payment of taxes, notice of adverse events and other covenants typical for a loan of this nature. The Loan Agreement and ancillary documents include certain negative covenants, including limitations on liens on, and disposals of, assets of Innocoll and the Borrower, expenditure, acquisitions, indebtedness, guarantees, investments, hedging, change of business, merger and other covenants typical for a loan of this nature. The Loan Agreement and ancillary documents also include certain events of default, including payment defaults, defaults upon failure to perform or observe terms, covenants or agreements included in the Loan Agreement and ancillary documents, insolvency and bankruptcy defaults and dissolution and liquidation defaults and other events of default typical for a loan of this nature.

Upon entry into the Loan Agreement, Innocoll granted to Gurnet Bidco a warrant (the “ Warrant ”) to subscribe for up to 5% of the outstanding share capital of Innocoll as of December 31, 2017 for an exercise price of $0.01 per Company share. The Warrant will be exercisable if the loan is not repaid in full by December 31, 2017.

On May 5, 2017, in order to obtain the consent of the EIB to enter into the Loan Agreement and to be able to issue the Equitable Charge and the Debenture (i) Innocoll, the Borrower and the EIB entered into an Amendment and Waiver Agreement to modify certain terms of the Existing Facility (the “Amendment Agreement”) and (ii) Innocoll, the Lender, the Borrower and the EIB entered into an Intercreditor Deed (the “Intercreditor Deed”). The Amendment Agreement permits the entry into the Loan Agreement and modifies certain terms of the Existing Facility, including the maturity date of the Existing Facility under the occurrence of certain events.

Pursuant to the terms of the Intercreditor Deed, payment of the interest and principal on the Loan and the security interests granted to the Lender pursuant to the ancillary agreements are subject and subordinate to the rights of the EIB. Under the terms of the Intercreditor Deed, the Lender may not move to collect on the assets of Innocoll or its subsidiaries, or obtain payment on the Loan prior to satisfaction in full of all obligations under the Existing Facility unless certain conditions are met.

Subject to the prior condition that Innocoll raises, prior to December 15, 2017, at least $25 million through one or more equity financings, shareholder loans or licensing revenue and has at least $25 million in cash on hand at December 30, 2017 (referred to as the “ Extension Conditions ”), the Intercreditor Deed provides that Company may repay the Loan on December 30, 2017, prior to the repayment of the obligations under the Existing Facility, without such repayment constituting an event of default under the Existing Facility.

The Amendment Agreement further provides that, if on December 31, 2017, the Acquisition has not been effected and the Extension Conditions have not been achieved, the EIB has the right to demand repayment of all of the obligations outstanding under the Existing Facility on or after December 31, 2017 instead of having to wait until the existing maturity on the outstanding obligations .

Innocoll has granted the following types of equity incentive awards in respect of Innocoll Shares: Innocoll Options, Innocoll Restricted Shares and Innocoll RSUs. As is required under the Irish Takeover Rules, appropriate proposals will be made to holders of Innocoll Options, holders of German Options (other than Terminating German Optionholders) and holders of Innocoll Share Awards in connection with the Acquisition. The key terms of such proposals have been agreed between Gurnet Point and Innocoll and documented in the Transaction Agreement, and are summarized for information purposes below.

Each Innocoll Underwater Option (which includes every Innocoll Option except for an Innocoll Option granted under the Innocoll 2016 Plan that has an exercise price per Innocoll Share equal to or less than $6.65) that is outstanding and unexercised immediately prior to the Effective Time, and whether vested or unvested, will, without any further action on the part of any holder thereof, be cancelled as of immediately prior to the Effective Time, without the payment of any consideration in respect thereof.

However, if the terms of the Innocoll Option Award Agreement applicable to any Innocoll Underwater Option do not permit or provide for the cancellation described above, such Innocoll Underwater Option shall not be cancelled, but, if any such Innocoll Underwater Option is exercised following the Effective Time, any Innocoll Shares issued upon exercise of such Innocoll Underwater Option shall be subject to acquisition by Gurnet Bidco (at Gurnet Bidco’s sole election) pursuant to the Innocoll Constitution for the same or equivalent consideration per Innocoll Share as the Consideration.

Each unvested Innocoll Superior Option (i.e. every Innocoll Option granted under the Innocoll 2016 Plan that has an exercise price equal to or less than $6.65 per Innocoll Share) shall become fully vested, subject to and conditional upon the sanction by the High Court of the Scheme (without material modification).

Each holder of an Innocoll Superior Option shall be permitted (in his/her sole discretion) to exercise such Innocoll Superior Option, such exercise to be subject to and conditional upon the sanction by the High Court of the Scheme (without material modification), during the period commencing immediately after the making of the Court Order and ending immediately prior to the Effective Time, upon giving appropriate notice of his or her intention to exercise such Innocoll Superior Option in the manner and within the timeframe to be set out in the applicable Rule 15 Proposal.

Each Innocoll Share issued upon the due exercise (including payment of the relevant exercise price) of an Innocoll Superior Option during such exercise period shall be subject to the terms of the Scheme and the relevant holders shall be entitled, as of the Effective Time, to receive the Consideration.

At the Effective Time, each Innocoll Superior Option that has not been properly exercised in accordance with the relevant Rule 15 Proposal shall be cancelled without the payment of any amount or other consideration in respect thereof and have no further effect.

Innocoll has agreed to use its reasonable best efforts to cause as many holders of German Options as possible to agree to the termination of the German Option Agreement prior to the Effective Time and to irrevocably renounce and waive any rights and claims (whether past, current or future) which they have or may have under or in connection with the German Option Agreement and to irrevocably undertake not to exercise any rights under the German Option Agreement, in either case on terms acceptable to Gurnet Point.

Innocoll is not permitted to pay any consideration or make any agreements or commitments in connection with any such termination, renunciation, waiver or undertaking without the prior written consent of Gurnet Point; and no party is required to make any payment or concession to any person in connection with obtaining such agreement to terminate the German Option Agreement and irrevocable renunciation and waiver of, and irrevocable undertaking not to exercise, any rights with respect to the German Option Agreement, which payment or concession is not conditioned on the completion of the Acquisition.

The irrevocable undertakings include the agreement of holders of over 80% of the German Options to the termination of the German Option Agreement with respect to such holder and the waiver of any rights and claims (whether past, current or future) which they have or may have under or in connection with the German Option Agreement.

Each Innocoll Restricted Share that is outstanding immediately prior to the Effective Time will, without any further action on the part of any holder thereof, be cancelled under the Scheme, and the former holder of such Innocoll Restricted Share will receive the Consideration.

Each Innocoll RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall terminate, be cancelled and cease to have any force or effect as of immediately prior to the Effective Time in exchange for the right to receive the Consideration for each Innocoll Share which was subject to such Innocoll RSU. The $1.75 Cash Consideration payable to each former holder of an Innocoll RSU outstanding immediately prior to the Effective Time shall be paid through Innocoll’s payroll to such former holder of an Innocoll RSU on the next scheduled Innocoll payroll date, net of any Taxes withheld.

Gurnet Point and Gurnet Bidco have received irrevocable undertakings from each of the Innocoll Directors who is a beneficial owner of Innocoll Shares to vote or procure votes in favor of the Scheme Meeting Resolution and the EGM Resolutions (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) in respect of their own entire beneficial holdings of Innocoll Shares, representing, in aggregate, approximately 7.6% of the issued ordinary share capital of Innocoll on April 3, 2017 (being the latest practicable date prior to the publication of the Rule 2.5 Announcement).

In addition, Gurnet Point and Gurnet Bidco have received irrevocable undertakings to vote or procure votes in favor of the Scheme Meeting Resolution and the EGM Resolutions (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) from:

In aggregate therefore, Gurnet Point and Gurnet Bidco have received irrevocable undertakings to vote or procure votes in favor of the Scheme Meeting Resolution and the EGM Resolutions (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) in respect of 13,952,403 Innocoll Shares, representing in aggregate approximately 46.4% of the issued ordinary share capital of Innocoll on April 3, 2017 (being the latest practicable date prior to the publication of the Rule 2.5 Announcement).

The irrevocable undertakings from each of the Innocoll Directors and the Innocoll Senior Management referred to above will terminate upon the occurrence of certain events, namely the earlier to occur of the following:

The irrevocable undertakings from each of (i) The New York Distressed Debt Trading Desk of Morgan Stanley & Co. LLC, (ii) Sofinnova Venture Partners VIII, L.P. and (iii) each of the Schmidt Parties will terminate upon the occurrence of certain events, namely the following:

The irrevocable undertaking from Cam Investment Cayman Holdings LP will terminate upon the occurrence of certain events, namely the following:

Copies of the form of director irrevocable undertakings and copies of the shareholder undertakings referenced above were filed by Innocoll with the SEC on a Form 8-K filed on April 6, 2017.

Certain Innocoll Shareholders are presently engaged in litigation before the German courts, in which they are contesting the level of the additional cash compensation ( bare Zuzahlung ) and the compensation for the acquisition of shares by the receiving entity ( Barabfindung ) offered to them pursuant to the Common Draft Terms of Merger which governed the cross border merger of Innocoll AG (the former holding company of the Innocoll Group) and Innocoll (the current holding company of the Innocoll Group) in 2016. Although the Innocoll Shares held by the CBM Plaintiffs will be cancelled upon the Scheme becoming effective, this will not affect the CBM Plaintiffs’ rights to further pursue their claims under the CBM Litigation as such rights will be preserved by the Scheme.

Further details regarding the cross border merger of Innocoll AG and Innocoll, and of the litigation referred to above, are set out in paragraph 6.5 (Cross Border Merger) of Part 8 (Additional Information) of this document.

Your attention is drawn to paragraph 8 (Delisting and Deregistration of Innocoll Shares) of the letter from Gurnet Bidco in Part 2 (Letter from Gurnet Bidco) of this document in relation to Gurnet Bidco’s intentions regarding the cancellation of the listing of Innocoll Shares by the NASDAQ and re-registration of Innocoll as a private limited company under the relevant provisions of the Act.

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

Piper Jaffray is acting as independent financial adviser to the Innocoll Directors in relation to the Acquisition for the purposes of Rule 3 of the Irish Takeover Rules.

As part of its engagement, Innocoll requested that Piper Jaffray render an opinion as to whether the Consideration to be received by Innocoll Shareholders pursuant to the Acquisition was fair and reasonable to Innocoll Shareholders. On April 4, 2017 Piper Jaffray delivered its oral opinion to the Innocoll Directors and subsequently confirmed in writing on April 4, 2017 that, as of such date and based upon and subject to the assumptions and qualifications stated in its opinion, the Consideration to be received by Innocoll Shareholders pursuant to the Acquisition was fair and reasonable to the Innocoll Shareholders.

The full text of Piper Jaffray’s written opinion, dated April 4, 2017 is attached as Annex C to this Scheme Document and incorporated into this document by reference. We urge Innocoll Shareholders to read the entire opinion carefully to learn about the assumptions made, procedures followed, matters considered and limits on the scope of the review undertaken by Piper Jaffray in rendering its opinion.

Your attention is drawn to Part 3 (Information Required under Section 452 of the Act) of this document, which contains a discussion of the factors considered by Piper Jaffray in preparing its 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 Innocoll Board).

Your attention is drawn to the summary of the action to be taken on pages 8 to 13 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) of this document, which contains important information relevant to such persons.

The Innocoll Directors, who have been so advised by Piper Jaffray as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Innocoll Directors, Piper Jaffray has taken into account the commercial assessments of the Innocoll Directors.

Accordingly, the Innocoll Board unanimously recommends that Innocoll Shareholders vote or procure votes in favor of the Acquisition, the Scheme and the Resolutions at the Meetings (or if the Acquisition is implemented by way of a Takeover Offer, Innocoll Shareholders accept or procure acceptance of such Takeover Offer), as each of the Innocoll Directors who is a beneficial owner of Innocoll Shares has irrevocably undertaken to do in respect of his own entire beneficial holding of Innocoll Shares, representing, in aggregate, approximately 7.6% of the issued ordinary share capital of Innocoll at the Voting Record Time.

Yours faithfully,

Jonathan Symonds
Chairman

To Innocoll Shareholders (including holders of Innocoll Restricted Shares), and, for information only, to holders of Innocoll Options, holders of German Options (other than Terminating German Optionholders) and holders of Innocoll RSUs

RECOMMENDED ACQUISITION OF INNOCOLL HOLDINGS PLC

Dear Innocoll Shareholder,

On April 4, 2017, Innocoll and Gurnet Point announced that they had reached agreement on the terms of a recommended acquisition of Innocoll by Gurnet Point (acting through its general partner Waypoint International), through Gurnet Bidco, a wholly-owned subsidiary of Gurnet Point, for the entire issued and to be issued ordinary share capital of Innocoll.

The Acquisition is part of Gurnet Point’s strategy of investing in life sciences, medical technology, and healthcare services companies. Gurnet Point believes that Innocoll and its management team have begun to hire a commercial team to support XARACOLL in the marketplace.

Gurnet Point, headquartered in Cambridge, Massachusetts, USA, is a healthcare investment fund led by Christopher Viehbacher, managing partner, Gurnet Point Capital, that invests in life sciences, medical technology, and healthcare services companies across all stages of development through to commercialization.

Gurnet Bidco, a wholly-owned subsidiary of Gurnet Point, is an Irish private limited company formed for the purpose of making the Acquisition. Gurnet Bidco has not entered into any obligations, other than in connection with the Acquisition.

Gurnet Point’s financial adviser is Evercore. Weil, Gotshal & Manges LLP is providing legal advice as to U.S. law matters, and Matheson is providing legal advice as to Irish law matters.

Under the terms of the Acquisition, Innocoll Shareholders will be entitled to receive $1.75 in cash for each Scheme Share they hold (without interest and less any applicable withholding taxes) and a CVR, which represents a contractual right to receive payments up to a maximum aggregate amount of $4.90 in cash in the aggregate upon, and subject to, the occurrence of certain milestones, valuing the entire issued and to be issued ordinary share capital of Innocoll (assuming the maximum aggregate amount payable under the CVRs) at approximately $209 million.

The Cash Consideration of $1.75 per Innocoll Share represents a premium of:

The maximum aggregate Consideration payable in respect of the Acquisition, including the maximum aggregate amount payable under the CVRs, of $6.65 per Innocoll Share, represents a premium of:

Assuming the maximum aggregate amount payable under the CVRs, the total amount of funds that would be required by Gurnet Bidco to purchase, pursuant to the terms of the Acquisition, all of the issued and to be issued ordinary share capital of Innocoll would be approximately U.S. $209 million. The Cash Consideration payable by Gurnet Bidco under the terms of the Acquisition will be wholly financed from funds from Gurnet Point or from an affiliate of Gurnet Point. Evercore, financial adviser to Gurnet Point and Gurnet Bidco, is satisfied that cash resources are available to Gurnet Bidco sufficient to enable it to satisfy in full the Cash Consideration payable to Innocoll Shareholders upon Completion under the terms of the Acquisition. Evercore has not been required to confirm, and has not confirmed, that resources are available to Gurnet Bidco to satisfy payments under the CVRs.

The Acquisition is part of Gurnet Point’s strategy of investing in life sciences, medical technology, and healthcare services companies. Innocoll is a global, commercial stage specialty pharmaceutical and medical device company with late stage development programs targeting areas of significant unmet medical need. Gurnet Point believes that Innocoll and its management team have begun to hire a commercial team to support XARACOLL in the marketplace, and plans to grow Innocoll’s business by providing significant additional investment to develop and finance the commercialization of XARACOLL.

Gurnet Point and Gurnet Bidco attach great importance to the skills, knowledge and experience of the management and employees of Innocoll. The Gurnet Bidco Board confirms that, where employees of the Innocoll Group have existing employment rights under applicable laws, those rights will be safeguarded following the Scheme becoming Effective.

Gurnet Point, at this point in time, has not yet developed its strategic plans regarding the potential impact of the Acquisition on Innocoll’s operations, including its employees, places of business or redeployment of fixed assets. Integration planning is an ongoing process that will continue after the closing of the Acquisition. Any such strategic plans of Gurnet Point will be finalized once the Acquisition has been completed and Gurnet Point has obtained a greater insight into the day-to-day running of the Innocoll Group. Gurnet Point does not currently intend to redeploy any fixed assets of Innocoll or its subsidiaries, nor does it have any current plans to change the locations of Innocoll’s places of business. Gurnet Point has given commitments in the Transaction Agreement in relation to Innocoll Employees, as set out below.

The Transaction Agreement provides that, for a period of one year following the Effective Time, Gurnet Point will provide or cause to be provided to each Innocoll Employee (for so long as he/she remains in the employment or service of Innocoll during that period):

The Transaction Agreement further provides that, from and after the Effective Time, Gurnet Point will cause each member of the Innocoll Group to honor, in accordance with its terms (including with respect to amendment and termination), each compensation, employment, severance, change-of-control and similar agreement to which any member of the Innocoll Group is a party.

The directors of Innocoll will resign from the Innocoll Board on the completion of the Acquisition and one or more persons affiliated with Gurnet Point will be appointed to the Innocoll Board. Pursuant to the terms of the Transaction Agreement, for a period of six years following the Effective Date, the Innocoll Directors will be entitled to certain ongoing indemnification rights under the Innocoll Group’s organizational documents as well as coverage under directors’ and officers’ liability insurance policies from Innocoll or Gurnet Point (which Gurnet Point has agreed to cause Innocoll to maintain).

Upon Completion, Gurnet Point shall cause Gurnet Bidco to pay, or Gurnet Bidco shall cause to be paid, the Cash Consideration due to each Innocoll Shareholder within 14 days of the Effective Date. In addition, within 14 days following the Effective Time, Gurnet Point shall cause Gurnet Bidco to furnish to the Rights Agent, or Gurnet Point shall cause to be furnished to the Rights Agent, the information required to record the issuance of the CVRs to Innocoll Shareholders entitled to receive the CVR Consideration. Full details of arrangements in connection with the payment of the Consideration are set out at paragraph 9 (Settlement, Listing and Dealings) of Part 3 (Information Required under Section 452 of the Act) of this document and in Clause 8 of the Transaction Agreement.

Gurnet Point and Gurnet Bidco have received irrevocable undertakings from each of the Innocoll Directors who is a beneficial owner of Innocoll Shares to vote or procure votes in favor of the Scheme Meeting Resolution and the EGM Resolutions (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) in respect of their own entire beneficial holdings of Innocoll Shares, representing, in aggregate, approximately 7.6% of the issued ordinary share capital of Innocoll on April 3, 2017 (being the latest practicable date prior to the date of the Rule 2.5 Announcement).

In addition, Gurnet Point and Gurnet Bidco have received irrevocable undertakings to vote or procure votes in favor of the Scheme Meeting Resolution and the EGM Resolutions (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) from:

In aggregate therefore, Gurnet Point and Gurnet Bidco have received irrevocable undertakings to vote or procure votes in favor of the Scheme Meeting Resolution and the EGM Resolutions (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) in respect of 13,952,403 Innocoll Shares, representing in aggregate approximately 46.4% of the issued ordinary share capital of Innocoll on April 3, 2017 (being the latest practicable date prior to the date of the Rule 2.5 Announcement).

The irrevocable undertakings from each of the Innocoll Directors and the Innocoll Senior Management referred to above will terminate upon the occurrence of certain events, namely the earlier to occur of the following:

The irrevocable undertakings from each of (i) The New York Distressed Debt Trading Desk of Morgan Stanley & Co. LLC, (ii) Sofinnova Venture Partners VIII, L.P. and (iii) each of the Schmidt Parties will terminate upon the occurrence of certain events, namely each of the following:

The irrevocable undertaking from Cam Investment Cayman Holdings LP will terminate upon the occurrence of certain events, namely each of the following:

Upon the completion of the Acquisition, the Innocoll Shares will be delisted from the NASDAQ and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended. In addition, Gurnet Bidco intends to re-register Innocoll as a private limited company under the relevant provisions of the Act.

Yours faithfully,

James Singleton
Director, Lough Ree
Technologies Limited

PART 3

INFORMATION REQUIRED UNDER SECTION 452 OF THE ACT

RECOMMENDED ACQUISITION FOR CASH OF INNOCOLL HOLDINGS PLC

On April 4, 2017 Innocoll and Gurnet Point announced that they had reached agreement on the terms of a recommended offer to be made by Gurnet Point (acting through its general partner, Waypoint International), through Gurnet Bidco, for the entire issued and to be issued ordinary share capital of Innocoll 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 Innocoll Board in Part 1 (Letter of Recommendation from the Innocoll Board) of this document, which sets forth the reasons why the Innocoll Directors, who have been so advised by Piper Jaffray as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair to Innocoll Shareholders taken as a whole and why the Innocoll Board unanimously recommends that all Innocoll Shareholders vote in favor of the Acquisition and the Scheme at the Scheme Meeting as well as the EGM Resolutions at the EGM, as the Innocoll Directors intend to do in respect of their own beneficial holdings of Innocoll Shares, which represent, approximately 7.6% of the existing issued ordinary share capital of Innocoll at the Voting Record Time. In providing its advice to the Innocoll Directors, Piper Jaffray has taken into account the commercial assessments of the Innocoll Directors.

The Acquisition is to be effected by way of the Scheme of Arrangement between Innocoll 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, Gurnet Bidco will pay the Cash Consideration and will issue the CVRs in respect of the Innocoll Shares to Scheme Shareholders in consideration for the cancellation of their Cancellation Shares and/or the transfer to Gurnet Bidco of their Transfer Shares.

The CVRs will be issued by Gurnet Bidco in accordance with and subject to the terms of the CVR Agreement. Pursuant to the terms of the Acquisition, each CVR will represent the contractual right to receive the following cash payments from Gurnet Bidco, with each payment conditional upon the achievement of certain payment events as follows:

If the Scheme is implemented, at the Effective Time all Cancellation Shares will be cancelled pursuant to Section 84 of the Act and all Transfer Shares will be transferred to Gurnet Bidco in accordance with the Scheme. Innocoll will then issue New Innocoll Shares to Gurnet Bidco in place of the Cancellation Shares and Gurnet Bidco will pay the Cash Consideration and will issue the CVRs in respect of the Innocoll Shares to Scheme Shareholders in consideration for the Acquisition. As a result of the Scheme, Innocoll will become a direct wholly-owned subsidiary of Gurnet Bidco and an indirect wholly-owned subsidiary of Gurnet Point.

The Scheme will require approval by Innocoll Shareholders at the Scheme Meeting, approval by Innocoll 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 (Consents and Meetings) of this Part 3 (Information Required under Section 452 of the Act). All Innocoll Shareholders of record are entitled to be represented by counsel or a solicitor (at their own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

The Acquisition is subject to a number of Conditions, which are summarized in paragraph 3 (The Conditions) of this Part 3 (Information Required under Section 452 of the Act) 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 all of the Conditions of the Acquisition have been satisfied or waived (if capable of waiver) in accordance with their respective terms on or before the End Date. The Scheme will become effective upon the delivery to the Registrar of Companies of a copy of the Court Order together with the minute required by Section 86 of the Act and registration of such Court Order and minute by the Registrar of Companies, which, subject to the sanction of the Scheme by the High Court, is expected to occur in the third quarter of 2017.

The Acquisition is conditional on, amongst 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 upon:

The Scheme is subject to approval by Innocoll Shareholders at the Scheme Meeting, as more fully described in paragraph 4.1 (Scheme Meeting) of this Part 3 (Information Required under Section 452 of the Act) and its implementation will also require various approvals of Innocoll Shareholders at the separate EGM, as more fully described in paragraph 4.2 (Extraordinary General Meeting) of this Part 3 (Information Required under Section 452 of the Act). Both meetings will be held on June 28, 2017. The Scheme Meeting will start at 2:00 p.m. (Irish time), and EGM will start at 2:10 p.m. (Irish time) (or, if later, as soon thereafter as the Scheme Meeting is concluded). The Scheme Meeting is being held to seek the approval of the Scheme by Innocoll Shareholders. The EGM is being convened to enable the Innocoll Board to implement the Scheme and to amend the Innocoll Constitution, as described below.

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

The entitlement of Innocoll Shareholders to attend and vote at each Meeting (where eligible) and the number of votes which may be cast at each Meeting will be determined by reference to the Register of Members of Innocoll at the Voting Record Time.

The Scheme Meeting has been convened for 2:00 p.m. (Irish time) on June 28, 2017 to enable Innocoll Shareholders at the Voting Record Time to consider and vote on a resolution proposing that the Scheme (with or without modification) be agreed to. At the Scheme Meeting, voting will be by poll and not a show of hands and each Innocoll Shareholder who is present in person or by proxy will be entitled to one vote for each Innocoll Share held for the purposes of sub-paragraph (b) below. The Scheme Meeting is duly constituted, and a quorum is present if, at the commencement of the meeting, two or more Innocoll Shareholders of record are present in person or by proxy. The approval required at the Scheme Meeting is that, assuming a quorum is present, 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 appropriate resolution can be passed and that the High Court may be satisfied that there is a fair representation of Innocoll Shareholder opinion when it is considering whether to sanction the Scheme. Innocoll urges Innocoll Shareholders who hold Innocoll Shares through DTC to follow the instructions received from their brokerage firm, bank, dealer, or other similar organisation, to ensure the representation and voting of their Innocoll Shares at the Scheme Meeting. The Innocoll Board strongly urges Innocoll Shareholders of record to complete, sign, date, and return the proxy card marked “Innocoll Scheme Meeting” or to vote via the Internet at http://www.cstproxyvote.com/ by the Proxy Return Time to ensure the representation and voting of their Innocoll Shares at the Scheme Meeting.

In addition, the EGM has been convened for 2:10 p.m. (Irish time) on June 28, 2017 (or, if later, as soon thereafter as the Scheme Meeting is concluded). A quorum must be present in order to conduct any business at the EGM. The Innocoll Constitution provides that the presence at the EGM of two or more Innocoll Shareholders present in person or by proxy (whether or not such Innocoll Shareholder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) and together holding shares representing at least 50% of the issued shares carrying the right to vote at such meeting constitutes a quorum for the transaction of business. At the EGM, assuming a quorum is present, the Innocoll Shareholders will consider and, if thought fit, pass the following resolutions

(which in the case of special resolutions require a vote in favor of not less than three-fourths (75%) of the votes cast and in the case of ordinary resolutions require a simple majority (more than 50%) of the votes cast):

Resolution 1 – Special Resolution

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

Resolution 2 – Ordinary Resolution

To approve the Scheme and to authorize the directors of Innocoll to take all 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.

Resolution 4 – Ordinary Resolution

To apply the reserve arising upon the cancellation described above in paying up in full at par New Innocoll Shares to be allotted to Gurnet Bidco and/or its nominee(s) pursuant to the Scheme.

Resolution 5 – Special Resolution

To amend the Innocoll articles of association to ensure that any Innocoll Shares issued whether under the Innocoll Share Plans, or otherwise between the Voting Record Time and the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the Innocoll articles of association so that any Innocoll Shares issued to any person (other than Gurnet Bidco) after the Scheme Record Time will become transferable to Gurnet Bidco on the same terms per Innocoll Share so issued as under the Scheme without the need for any further action by any person.

These amendments are designed to avoid any person (other than Gurnet Bidco) being left with Innocoll Shares (or any instrument conferring rights to purchase or subscribe for Innocoll Shares) after dealings in Innocoll Shares have ceased on NASDAQ (which is currently expected to occur at the close of business (New York time) on the Business Day before the Effective Time). Resolution 5, set out in the notice of EGM in Part 11 (Notice of Extraordinary General Meeting of Innocoll Holdings Public Limited Company) of this document, seeks the approval of Innocoll Shareholders for such amendments.

Subject to the approval of the Resolutions and the prior satisfaction (or waiver, to the extent permissible) of the Conditions, the Court Hearing is expected to take place prior to the end of the third quarter of 2017. Each Innocoll Shareholder is entitled to be represented by counsel or a solicitor (at their own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

Innocoll Shareholders of record have been sent proxy cards for the Scheme Meeting and the EGM. Innocoll Shareholders of record are strongly urged to complete and return their relevant proxy cards (in respect of the Scheme Meeting, the proxy card marked “Innocoll Scheme Meeting”; and in respect of the EGM, the proxy card marked “Innocoll Extraordinary General Meeting”) to Innocoll’s registrar at Capita Asset Services – Shareholder Solutions, 2 Grand Canal Square, Dublin 2, Ireland as soon as possible but, in any event, so as to be received by mail or, during normal business hours, by hand, by the Proxy Return Time. Your proxy card can also be submitted via the Internet at http://www.cstproxyvote.com/ by the Proxy Return Time. If you vote by Internet, please do not mail your proxy card. All proxies will be forwarded to the Registrar electronically.

Innocoll Shareholders who hold their shares through DTC are strongly urged to follow the instructions received from their brokerage firm, bank, dealer, or other similar organisation, in respect of the Scheme Meeting and the EGM.

If Innocoll Shareholders who hold through DTC, or brokers holding Innocoll Shares on behalf of their clients, cause abstentions to be recorded, these Innocoll 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.

Members of NASDAQ (such as a brokerage firm, bank, dealer, or other similar organisation) are permitted to vote their clients’ proxies at their own discretion as 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 broker who has received no instructions from its clients generally does not have discretion to vote its clients’ uninstructed shares on that proposal. When a broker has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but 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”. None of the proposals contained in this document are “routine” proposals. Because all of the matters to be voted on are considered to be “non-routine”, there can be no broker non-votes at the Scheme Meeting or the EGM. Accordingly, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as present for establishing a quorum at the Meetings.

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 Gurnet Bidco. New Innocoll Shares will be issued to Gurnet 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, Innocoll will become a direct wholly-owned subsidiary of Gurnet Bidco and an indirect wholly-owned subsidiary of Gurnet Point.

Innocoll Shareholders whose shares are subject to the Scheme will receive the Consideration. Innocoll Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Innocoll Constitution be amended so that Innocoll Shares issued after the Scheme Record Time (other than to Gurnet Bidco) will be automatically transferred to Gurnet Bidco on the same terms as under the Scheme.

It is expected that the Scheme will become effective and the implementation of the Acquisition will occur prior to the end of the third quarter of 2017. The Scheme can only become effective if all the Conditions to which the Scheme is subject have been satisfied or waived (if capable of waiver) by no later than the End Date. The Scheme will become effective upon a copy of the Court Order together with the minute approved by the High Court in respect of the capital reduction being registered by the Registrar of Companies and the issue of a certificate of registration of the Court Order. Once the Scheme becomes effective, its terms will be binding on all Innocoll Shareholders, irrespective of whether they attended the Scheme Meeting and irrespective of the manner in which they voted.

The Scheme, if it becomes effective, will result in the Innocoll Shares held by the CBM Plaintiffs being cancelled, such that the CBM Plaintiffs will then no longer hold Innocoll Shares. Notwithstanding this, the cancellation of the Innocoll Shares held by the CBM Plaintiffs upon the Scheme becoming effective will not affect any CBM Plaintiff's right to receive the Cash Compensation from Innocoll discussed at paragraph 6.5 (Cross Border Merger) of Part 8 (Additional Information) of this document, as any such rights will be preserved by the Scheme as follows.

Pending the outcome of the CBM Litigation and/or the exercise by the CBM Plaintiffs of their rights to Cash Compensation the Scheme expressly provides at Clause 2 for the preservation of the CBM Plaintiffs' accrued legal right to receive Cash Compensation up to the Cash Compensation Expiration Date despite the cancellation of their Innocoll Shares pursuant to the Scheme. Although the Innocoll Shares held by the CBM Plaintiffs will be cancelled upon the Scheme becoming effective, this will not affect the CBM Plaintiffs' rights to further pursue their claims under the CBM Litigation as such rights will be preserved by the Scheme.

In order to provide for equality of treatment between all of the Innocoll Shareholders, Clause 2 of the Scheme provides for the netting off of the Consideration and the Cash Compensation such that a CBM Plaintiff will not receive both the full amount of the Consideration and the Cash Compensation. In the absence of the Acquisition or the Scheme, if a CBM Plaintiff were to exercise his right to Cash Compensation his Innocoll Shares would automatically be converted into Deferred Shares and acquired by Innocoll for no consideration under the terms of the Cross Border Merger (i.e., a CBM Plaintiff cannot both enjoy the benefit of the Cash Compensation and also remain an Innocoll Shareholder). Therefore, the netting-off arrangement referred to above (and included in Clause 2 of the Scheme) is necessary and appropriate in the context of the Acquisition and the Scheme, to ensure that a CBM Plaintiff whose Innocoll Shares are cancelled pursuant to the Scheme, and who receives the Consideration accordingly, does not enjoy an inequitable double benefit by receiving both the Consideration and the Cash Compensation in full.

Innocoll has granted the following types of equity incentive awards in respect of Innocoll Shares: Innocoll Options, Innocoll Restricted Shares and Innocoll RSUs. As is required under the Irish Takeover Rules, appropriate proposals will be made to holders of Innocoll Options, holders of German Options (other than Terminating German Optionholders) and holders of Innocoll Share Awards in connection with the Acquisition. The key terms of such proposals have been agreed between Gurnet Point and Innocoll and documented in the Transaction Agreement, and are summarized for information purposes below.

Each Innocoll Underwater Option (which includes every Innocoll Option except for an Innocoll Option granted under the Innocoll 2016 Plan that has an exercise price per Innocoll Share equal to or less than $6.65) that is outstanding and unexercised immediately prior to the Effective Time, and whether vested or unvested, will, without any further action on the part of any holder thereof, be cancelled as of immediately prior to the Effective Time, without the payment of any consideration in respect thereof.

However, if the terms of the Innocoll Option Award Agreement applicable to any Innocoll Underwater Option do not permit or provide for the cancellation described above, such Innocoll Underwater Option shall not be cancelled, but if such Innocoll Underwater Option is exercised following the Effective Time, any Innocoll Shares issued upon exercise of such Innocoll Underwater Option shall be subject to acquisition by Gurnet Bidco (at Gurnet Bidco’s sole election) pursuant to the Innocoll Constitution for the same or equivalent consideration per Innocoll Share as the Consideration.

Each unvested Innocoll Superior Option (i.e.; every Innocoll Option granted under the Innocoll 2016 Plan that has an exercise price equal to or less than $6.65 per Innocoll Share) shall become fully vested, subject to and conditional upon the sanction by the High Court of the Scheme (without material modification).

Each holder of an Innocoll Superior Option shall be permitted (in his/her sole discretion) to exercise such Innocoll Superior Option, such exercise to be subject to and conditional upon the sanction by the High Court of the Scheme (without material modification), during the period commencing immediately after the making of the Court Order and ending immediately prior to the Effective Time upon giving appropriate notice of his intention to exercise such Innocoll Superior Option in the manner and within the timeframe to be set out in the applicable Rule 15 Proposal.

Each Innocoll Share issued upon the due exercise (including payment of the relevant exercise price) of an Innocoll Superior Option during such exercise period shall be subject to the terms of the Scheme and the relevant holders shall be entitled, as of the Effective Time, to receive the Consideration.

At the Effective Time, each Innocoll Superior Option that has not been properly exercised in accordance with the relevant Rule 15 Proposal shall be cancelled without the payment of any amount or other consideration in respect thereof and have no further effect.

Innocoll has agreed to use its reasonable best efforts to cause as many holders of German Options as possible to agree to the termination of the German Option Agreement prior to the Effective Time and to irrevocably renounce and waive any rights and claims (whether past, current or future) which they have or may have under or in connection with the German Option Agreement and to irrevocably undertake not to exercise any rights under the German Option Agreement, in either case on terms acceptable to Gurnet Point.

Innocoll is not permitted to pay any consideration or make any agreements or commitments in connection with any such termination, renunciation, waiver or undertaking without the prior written consent of Gurnet Point; and no party is required to make any payment or concession to any person in connection with obtaining such agreement to terminate the German Option Agreement and irrevocable renunciation and waiver of, and irrevocable undertaking not to exercise, any rights with respect to the German Option Agreement, which payment or concession is not conditioned on the completion of the Acquisition.

The irrevocable undertakings to vote in favor of the Scheme and the Acquisition obtained by Gurnet Bidco prior to the release of the Rule 2.5 Announcement include the agreement of holders of over 80% of the German Options to the termination of the German Option Agreement with respect to such holder and the waiver of any rights and claims (whether past, current or future) which they have or may have under or in connection with the German Option Agreement.

Each Innocoll Restricted Share that is outstanding immediately prior to the Effective Time will, without any further action on the part of any holder thereof, be cancelled, under the Scheme and the former holder of such Innocoll Restricted Share will receive the Consideration.

Each Innocoll RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall terminate, be cancelled and cease to have any force or effect as of immediately prior to the Effective Time in exchange for the right to receive the Consideration for each Innocoll Share which was subject to such Innocoll RSU. The $1.75 Cash Consideration payable to each former holder of an Innocoll RSU outstanding immediately prior to the Effective Time shall be paid through Innocoll’s payroll to such former holder of an Innocoll RSU on the next scheduled Innocoll payroll date, net of any Taxes withheld.

The effect of the Scheme on the interests of the Innocoll Directors does not differ from its effect on the like interests of other persons, except as disclosed in this paragraph. However, you should be aware that certain of the Innocoll Directors and executive officers may have certain interests in the Scheme that differ from, or are in addition to, the interests of Innocoll Shareholders. These interests include, but are not limited to, continued employment of certain executive officers with Innocoll, the treatment in the Scheme of outstanding Innocoll Share Awards, severance agreements and other rights that may be triggered by the Scheme, and continued indemnification by Innocoll.

The names of the Innocoll Directors are listed below. The address of each person listed in the table below is c/o Innocoll Holdings plc, 6 ^th Floor, 2 Grand Canal Square, Dublin 2, Ireland.

The interests of Innocoll Directors in the share capital of Innocoll and in the Innocoll Share Plans are set out in paragraph 4.2 (Interests and short positions in relevant Innocoll securities) of Part 8 (Additional Information) of this document. All securities of Innocoll purchased or sold by the Innocoll Directors within the last 12 months, the dates on which they were purchased or sold and the number purchased or sold on each date are set out in paragraph 4.3 (Dealings in relevant Innocoll securities) of Part 8 (Additional Information) of this document.

Innocoll Options, Innocoll RSUs and Innocoll Restricted Shares held by the Innocoll Directors will be treated in a similar manner to all other Innocoll Options, Innocoll RSUs and Innocoll Restricted Shares, as set out in paragraph 6 (Innocoll Equity Incentive Awards) of this Part 3 (Information Required under Section 452 of the Act), save to the extent set out in this paragraph 7.1.

In connection with the Acquisition, the officers, directors and employees of the Innocoll Group will be entitled to certain indemnification rights and directors’ and officers’ liability insurance that will survive completion of the Acquisition, as described in paragraph 5 (Effects of the Acquisition) of Part 1 (Letter of Recommendation from the Innocoll Board) of this document.

Your attention is drawn to paragraphs 7 and 8 of Part 8 (Additional Information) of this document, headed “Irish Taxation” and “Certain 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 Innocoll Shares on NASDAQ. The last day of dealings in Innocoll Shares on the NASDAQ is currently expected to be on or about the Effective Date.

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

If the Scheme becomes effective, the $1.75 Cash Consideration will be despatched within 14 days of the Effective Date by ordinary post (or by such other manner as the Panel may approve) to Innocoll Shareholders of record. Such cash payments will be made in U.S. dollars by cheque. In addition, the

CVR consideration will be recorded in the initial register of CVRs by the Rights Agent within 14 days following the Effective Time. Any payments that may subsequently become due to the former holders of Innocoll Shares in respect of CVRs shall be made strictly in accordance with the terms and conditions of the CVR Agreement.

Except as set out in paragraph 2.3 of Part 4 (The Scheme of Arrangement) of this document, or otherwise with the consent of the Panel, settlement of the consideration which an Innocoll Shareholder is entitled under the Scheme to receive will be made in full in accordance with the terms of the Scheme without regard to any lien, right of set-off, counter claim or other analogous right to which Gurnet Point or Gurnet Bidco may be, or claim to be, entitled against such Innocoll Shareholder.

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

If the Scheme becomes effective, Innocoll will become a direct wholly-owned subsidiary of Gurnet Bidco and, as such, Innocoll Shareholders will not have an opportunity to continue their equity interest in Innocoll as an on-going 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 (including the Irish Takeover Rules) and US proxy rules, 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.

Innocoll retained Piper Jaffray to act as financial advisor to the Innocoll Board in connection with the Acquisition. On April 4, 2017, Piper Jaffray delivered its oral opinion, subsequently confirmed in a written opinion of the same date, to the Innocoll Board that, based on and subject to the limitations and assumptions stated in the opinion, as of the date of the opinion the Consideration to be received by Innocoll Shareholders pursuant to the Acquisition was fair and reasonable, from a financial point of view, to such holders.

The full text of Piper Jaffray’s written opinion dated April 4, 2017, which contains the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this document and is incorporated herein by reference. The summary of Piper Jaffray’s opinion in this document is qualified in its entirety by reference to the full text of the opinion. You are urged to read the opinion in its entirety. Piper Jaffray’s opinion addresses solely the fairness and reasonableness, from a financial point of view, to the Innocoll Shareholders of the Consideration as of the date of the opinion. Piper Jaffray’s opinion was directed solely to the Innocoll Board in connection with its consideration of the Acquisition and was not intended to be, and does not constitute, a recommendation to any Innocoll Shareholder as to how such shareholder should vote or how any such shareholder should act with respect to the Acquisition or any other matter. Piper Jaffray’s opinion was approved for issuance by Piper Jaffray’s Fairness Opinion Committee.

In arriving at its opinion, Piper Jaffray, among other things, has:

In addition, Piper Jaffray conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Jaffray deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, the Innocoll Board at a meeting held on April 4, 2017. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper Jaffray or of its presentation to the Innocoll Board on April 4, 2017.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Piper Jaffray or the Innocoll Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 3, 2017 (the last trading day prior to the date of the opinion being rendered), and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper Jaffray assumed that the Consideration to be paid in the acquisition is (i) Innocoll’s equity value implied by the Acquisition of approximately $55 million in up-front consideration, based on approximately 31.5 million ordinary shares, in-the-money options and ordinary share equivalents as of April 3, 2017 that would be expected to participate in a change in control transaction, calculated using the treasury stock method, (referred to in this section as the Cash Consideration), plus (ii) the maximum aggregate CVR Consideration of approximately $155 million (which, together with the Cash Consideration, is referred to in this section as the Consideration).

Financial Analyses

Piper Jaffray performed the following financial analyses in connection with rendering its opinion to the Innocoll Board:

Each of these analyses is summarized below.

Selected Public Companies Analysis

Piper Jaffray reviewed selected historical financial data of Innocoll and estimated financial data of Innocoll based on projections provided by Innocoll’s management and compared them to corresponding financial data, where applicable, for listed public (1) pharmaceutical pre-marketed pain-focused companies at a similar stage of development whose value is derived primarily from a single development stage compound; and (2) biopharmaceutical companies that have received a refusal to file letter from the FDA, that Piper Jaffray deemed comparable, based on its experience and professional judgment, to Innocoll.

Based on these criteria, Piper Jaffray identified and analyzed the following selected companies:

Pre-Marketed Pain-Focused Companies

Refusal to File Companies

Piper Jaffray calculated and compared financial multiples for the selected companies based on information it obtained from the Innocoll management team, public filings and other Wall Street research. With respect to each of the selected companies, Piper Jaffray calculated enterprise value as a multiple of Wall Street research analyst consensus estimated revenue for calendar year 2019 (based on the fact that 2019 revenue for Innocoll was projected by Innocoll management to represent the first full calendar year to include the results of the commercialization of XARACOLL).

The analysis indicated the following multiples:

Pre-Marketed Pain-Focused Companies

Based on the foregoing, Piper Jaffray applied (i) a range of 2.4x to 1.9x, representing the mean and median, respectively, of estimated 2019 revenue multiples derived from the pre-marketed pain selected companies, to Innocoll’s estimated calendar year 2019 revenue of $46 million, based on the projections set forth below, which resulted in an implied per share equity value range for the ordinary shares of approximately $2.90 to $3.68 and (ii) a multiple of 1.8x, representing both the mean and median of estimated 2019 revenue multiples derived from the refusal to file selected companies, to Innocoll’s estimated calendar year 2019 revenue of $46 million, based on the projections set out in paragraph 12 (Certain Financial Projections) of this Part 3, which resulted in an implied per share equity for the ordinary shares of approximately $2.83. Piper Jaffray compared these implied per share values to the Cash Consideration of $1.75 per ordinary share and total potential CVR Consideration of up to $4.90 per ordinary share, without interest, to be paid to the holders of ordinary shares (other than ordinary shares held in treasury or owned by Gurnet Point or Gurnet Bidco) pursuant to the Transaction Agreement.

Premiums Paid Analysis

Piper Jaffray reviewed publicly available information for selected completed merger and acquisition transactions involving (1) biopharmaceutical companies in late-stage clinical development and (2) depressed stock healthcare companies (defined as healthcare companies trading at less than 50% of their 52-week high at the time of the transaction announcement with a total transaction value between $60 million and $2 billion), that Piper Jaffray, based on its experience and judgment as a financial advisor, deemed relevant to consider in relation to Innocoll, the transaction and the other transactions contemplated by the Transaction Agreements, to determine the percentage premiums paid in these transactions over recent trading prices of the target companies prior to announcement of the transaction. These transactions were:

Piper Jaffray performed its analysis on the 22 transactions above that satisfied these criteria, and the table below shows premiums paid in these transactions one day and four weeks prior to transaction announcement. The tables below list the maximum, minimum, 75th percentile, 25th percentile mean and median premiums from the 22 transactions analyzed. By applying the mean and median percentage premiums at the one-day and four-week trading prices prior to the announcement of these transactions to Innocoll’s share price at March 10, 2017 and March 15, 2017, Piper Jaffray derived a range of implied values per diluted Innocoll Share (as further described below). The date March 10, 2017 was selected because it represents the last day of Innocoll trading prior to the observation of anomalous trading in Innocoll Shares. The date March 15, 2017 was selected because it represents the last day of Innocoll trading prior to the Rule 2.4 Announcement.

The premiums paid analysis showed that, based on the estimates and assumptions used in the analysis, the premiums over the market prices at the selected dates for the shares implied by the per share Cash Consideration to be paid in the transaction were within the range of premiums paid in the selected M&A transactions. Piper Jaffray also derived a range of implied equity values per diluted ordinary share using the mean and median M&A premiums of late stage pre-marketed pharmaceutical companies and depressed stock healthcare companies. Using the late stage pre-marketed pharmaceutical companies, the range of implied equity values was $1.24 to $2.24 per diluted ordinary share. Using the depressed stock healthcare companies, the range of implied equity values was $1.69 to $3.46 per diluted ordinary share. Only the upfront consideration was reflected in the premiums for the comparable transactions because only seven of the 22 transactions analyzed had contingent consideration.

Discounted Cash Flow Analysis

Using a discounted cash flow analysis, Piper Jaffray calculated an estimated range of theoretical values for Innocoll using the projections provided by Innocoll’s management and summarized in the section below, based on the net present value of (i) free cash flow from December 31, 2017 to December 31, 2027, (ii) a terminal value at December 31, 2027 based on a perpetuity growth rate range of 1.0% to 2.0% applied to free cash flow for 2027 discounted back to March 31, 2017 and (iii) Innocoll’s net operating loss carryforwards (“ NOLs ”) discounted back to March 31, 2017 based on management’s projections for the periods for which Innocoll could use the NOLs and tax credits for earnings taxed by the applicable jurisdiction. The unlevered free cash flow for each year was calculated from Innocoll’s projections as operating income, less taxes, plus depreciation and amortization, plus stock-based compensation, less capital expenditures, plus/less change in net working capital. Using such projections, Piper Jaffray calculated working capital as current assets less current liabilities in accordance with the model provided by Innocoll’s management. Using the projections provided by Innocoll’s management, Piper Jaffray calculated the range of net present values based on a range of terminal growth rates from 1.0% to 2.0% and using a range of discount rates from 23.4% to 24.4%, (calculated based on Innocoll’s weighted average cost of capital). Based on management’s direction, $171 million in future financing is required to achieve the management projections, and as a result, the $171 million was subtracted from the combined present value and terminal value of free cash flow. This analysis resulted in implied per share values of Innocoll’s ordinary shares ranging from a low of $0.87 per Innocoll share to a high of $1.74 per ordinary share. Piper Jaffray observed that the up-front Cash Consideration of $1.75 per ordinary share was above the upper limit of the range derived from this analysis and the Consideration was significantly above the range derived from this analysis.

Miscellaneous

The summary set forth above does not contain a complete description of the analyses performed by Piper Jaffray, but does summarize the material analyses performed by Piper Jaffray in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Piper Jaffray believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Piper Jaffray opinion. In arriving at its opinion, Piper Jaffray considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Jaffray made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Jaffray’s view of the actual value of Innocoll.

No company or transaction used in the above analyses as a comparison is directly comparable to Innocoll or the Acquisition and the other transactions contemplated by the Transaction Agreement.

Accordingly, an analysis of the results of the comparisons is not mathematical; rather, it involves complex considerations and judgments about differences in the companies and transactions to which Innocoll and the Acquisition were compared and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Jaffray performed its analyses for purposes of providing its opinion to the Innocoll Board. In performing its analyses, Piper Jaffray made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Jaffray are based upon forecasts of future results furnished to Piper Jaffray by Innocoll’s management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Jaffray does not assume responsibility if future results are materially different from forecasted results.

Piper Jaffray relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Jaffray or discussed with or reviewed by Piper Jaffray. Piper Jaffray further relied upon the assurances of Innocoll’s management that the financial information provided to Piper Jaffray was prepared on a reasonable basis in accordance with industry practice, and that Innocoll’s management was not aware of any information or facts that would make any information provided to Piper Jaffray incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of Piper Jaffray’s opinion, Piper Jaffray assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by Piper Jaffray, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of Innocoll’s management as to the expected future results of operations and financial condition of Innocoll. Piper Jaffray expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Jaffray relied, with Innocoll’s consent, on advice of the outside counsel and the independent registered public accounting firm to Innocoll, and on the assumptions of Innocoll’s management, as to all accounting, legal, tax and financial reporting matters with respect to Innocoll and the Transaction Agreement.

Piper Jaffray’s opinion was one of many factors taken into consideration by the Innocoll Board in making the determination to approve the Transaction Agreement. While Piper Jaffray provided advice to the Innocoll Board during Innocoll’s negotiations with Gurnet Point, Piper Jaffray did not recommend any specific consideration.

In arriving at its opinion, Piper Jaffray assumed that the executed Transaction Agreement was in all material respects identical to the last draft reviewed by Piper Jaffray. Piper Jaffray relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Transaction Agreement and all other related documents and instruments that are referred to therein were true and correct, (ii) each party to such agreements would fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the Acquisition would be consummated pursuant to the terms of the Transaction Agreement without amendments thereto and (iv) all conditions to the consummation of the Acquisition would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Jaffray assumed that all the necessary regulatory approvals and consents required for the Acquisition would be obtained in a manner that would not adversely affect Innocoll or the contemplated benefits of the Acquisition.

In arriving at its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Innocoll, and was not furnished or provided with any such appraisals or valuations, nor did Piper Jaffray evaluate the solvency of Innocoll under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Jaffray in connection with its opinion were going concern analyses. Piper Jaffray expressed no opinion regarding the liquidation value of Innocoll or any other entity. Without limiting the generality of the foregoing, Piper Jaffray undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Innocoll or any of its affiliates was a party or may be subject, and at the direction of Innocoll and with its consent, Piper

Jaffray’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Jaffray also assumed that neither Innocoll nor Gurnet Point is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Acquisition.

Piper Jaffray’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Jaffray did not express any opinion as to the price at which shares of Innocoll’s ordinary shares may trade following announcement of the Acquisition or at any future time. Piper Jaffray did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Jaffray’s opinion addressed solely the fairness and reasonableness, from a financial point of view, to the holders of Innocoll Shares of the Consideration, as set forth in the Transaction Agreement, and did not address any other terms or agreement relating to the Acquisition or any other terms of the Transaction Agreement. Piper Jaffray was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the Acquisition, the merits of the Acquisition relative to any alternative transaction or business strategy that may be available to Innocoll, Gurnet Point’s ability to fund the Consideration payable in the Acquisition pursuant to the Transaction Agreement or any other terms contemplated by the Transaction Agreement of the fairness of the Acquisition to any other class of securities, creditor or other constituency of Innocoll. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee, or any class of such persons, relative to the compensation to be received by holders of Innocoll’s ordinary shares in the Acquisition or with respect to the fairness of any such compensation, including whether such payments are reasonable in the context of the Acquisition. In addition, although Piper Jaffray has included the CVR Consideration in certain of its analyses, Piper Jaffray expresses no opinion as to the likelihood that the milestones and revenues upon which the CVR Consideration is conditioned will be achieved or whether any or all of such CVR Consideration will be paid.

Piper Jaffray is a nationally recognized investment banking firm and is regularly engaged as financial advisor in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Innocoll Board selected Piper Jaffray to render its Fairness Opinion in connection with the transactions contemplated by the Transaction Agreement on the basis of its experience and reputation in acting as financial advisor in connection with mergers and acquisitions.

Piper Jaffray acted as Innocoll’s financial advisor in connection with the Acquisition and will receive an estimated fee of approximately $2.5 million from Innocoll, all of which, except for the opinion fee, is contingent upon and payable at the consummation of the Acquisition. The opinion fee paid to Piper Jaffray will be credited against the fee for financial advisory services described in the preceding sentence. Piper Jaffray received a fee of $750,000 for providing its Fairness Opinion to the Innocoll Board and will receive an additional fee of $500,000 at the time the first payment associated with a CVR is paid to shareholders or would have been paid had the conditions for such payment been satisfied (and Piper Jaffray may receive additional fees in connection with the payment of the CVR Consideration in the event that the CVR Consideration becomes payable to Innocoll Shareholders). The opinion fee was not contingent upon the consummation of the Acquisition or the conclusions reached in Piper Jaffray’s opinion. Innocoll has agreed to indemnify Piper Jaffray against certain liabilities and reimburse Piper Jaffray for certain expenses in connection with its services. In the ordinary course of its business, Piper Jaffray and its affiliates may actively trade securities of Innocoll for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Piper Jaffray has, in the past, provided financial advisory and financing services to Innocoll and may continue to do so and has received, and may receive, fees for the rendering of such services.

Specifically, Piper Jaffray served as lead left bookrunner on Innocoll’s July 7, 2014 IPO, sole manager on its April 23, 2015 initial follow-on equity offering and as a bookrunner on its most recent June 16, 2016 follow-on equity offering, for which Piper Jaffray has received aggregate fees of approximately $4 million.

Consistent with applicable legal and regulatory requirements, Piper Jaffray has adopted policies and procedures to establish and maintain the independence of Piper Jaffray’s research department and personnel. As a result, Piper Jaffray’s research analysts may hold opinions, make statements or investment recommendations and/or publish research reports with respect to the Acquisition and other participants in the Acquisition that differ from the opinions of Piper Jaffray’s investment banking personnel.

Innocoll 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. Management of Innocoll prepared and provided to the Innocoll Board and Piper Jaffray projections and directed Piper Jaffray to use the projections in connection with the rendering of its Fairness Opinion to the Innocoll Board and performing its related financial analyses, as described above in paragraph 11 (Opinion of Innocoll’s Financial Adviser) of Part 3 (Information Required under Section 452 of the Act) of this document.

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 US GAAP. Neither Innocoll’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 Innocoll Shareholder to vote in favour of the Scheme or any of the other proposals to be voted on at the EGM, but only because these financial projections were utilized by Piper Jaffray in connection with the preparation of the Piper Jaffray Fairness Opinion and used by the Innocoll 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 Innocoll’s management. Innocoll’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.

There can be no assurance that the projections will be realised, 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 Innocoll 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. None of Innocoll, Gurnet Point or Gurnet Bidco, 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. Innocoll does not intend to make publicly available any update or other revision to the projections, except as otherwise required by law. Neither Innocoll, Gurnet Point nor any of their respective affiliates, advisers, officers, directors or representatives has made or makes any representation to any Innocoll Shareholders or other person regarding the ultimate performance of Innocoll compared to the information contained in the projections or that the projections will be achieved. Innocoll has made no representation to Gurnet Point or Gurnet Bidco, in the Transaction Agreement or otherwise, concerning the projections.

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 Innocoll 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, Innocoll Shareholders are cautioned not to place undue, if any, reliance on the projections.

The following is a summary of the projections for sales of XARACOLL provided by Innocoll’s management to Piper Jaffray and the Innocoll Board:

The projections disclosed above where derived under the assumption that Innocoll obtain approval for a XARACOLL label that is restricted to only to hernia with an expanded label for soft and hard tissues by 2019/2020.

Non-GAAP Financial Measures

The projections provided by Innocoll’s management to Piper Jaffray and the Innocoll Board were prepared on a non-GAAP basis. We believe that the non-GAAP measures, when viewed in addition to and not in lieu of our reported GAAP results, assist in the understanding of our results of operations, and in the case of this transaction, provided Piper Jaffray and the Innocoll Board with a more thorough understanding of the resources that would need to be expended to commercialize XARACOLL.

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 Innocoll may not be comparable to similarly titled amounts used by other companies.

Irish Takeover Rules and Profit Forecasts

The Panel considers the prospective financial information for Innocoll used by Piper Jaffray in connection with its financial analyses for the purpose of preparing the Piper Jaffray Fairness Opinion, to fall within the parameters of Rule 28 of the Irish Takeover Rules.

However, the Panel decided to waive the requirement under Rule 28.3 to have such prospective financial information for Innocoll examined and reported on by Innocoll’s reporting accountants, Grant Thornton, as a result of the following exceptional circumstances:

Your attention is drawn to the summary of the action to be taken at pages 8 to 13 of this document.

The terms of the Scheme are set out in full in Part 4 (The Scheme of Arrangement) of this document. Your attention is drawn to the conditions and further terms of the Acquisition set out in the remaining parts of this document, all of which form part of this document.

PART 4

THE SCHEME OF ARRANGEMENT

THE HIGH COURT

IN THE MATTER OF

INNOCOLL HOLDINGS PLC

AND IN THE MATTER OF

THE COMPANIES ACT 2014

SCHEME OF ARRANGEMENT

(UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014)

BETWEEN

INNOCOLL HOLDINGS PLC

AND

THE HOLDERS OF THE SCHEME SHARES

(AS HEREINAFTER DEFINED)

PRELIMINARY

“ Acquisition ”, means the proposed acquisition by Gurnet Bidco of Innocoll by means of the Scheme or (subject to the provisions of Clause 3.6 of the Transaction Agreement and Rule 41.3 of the Irish Takeover Rules) a Takeover Offer pursuant to the Transaction Agreement (and any such Scheme or Takeover Offer as it may be revised, amended or extended from time to time, subject to the consent of the Panel where required), including, in each case, the payment by Gurnet Bidco of the aggregate Consideration as described in the Rule 2.5 Announcement and provided for in the Transaction Agreement;

“ Act ”, means the Companies Act 2014 of Ireland and all enactments which are to be read as one with, or construed or read together as one with, the Companies Act 2014;

“ Business Day ”, means any day, other than a Saturday, Sunday, public holiday or a day on which banks in Ireland or in the State of New York are authorised or required by law or executive order to be closed;

“ Cancellation Record Time ”, means 11:59 p.m. (Irish time) on the day before the High Court hearing to sanction the Scheme;

“ Cancellation Shares ”, means any Innocoll Shares in issue before the Cancellation Record Time (including the CBM Shares, but excluding the Transfer Shares);

“ Cash Compensation ”, means the cash compensation payable to shareholders of Innocoll AG in connection with the completion of the Cross Border Merger;

“ Cash Compensation Expiration Date ”, means the date from which Cash Compensation is no longer available to a CBM Plaintiff pursuant to the Common Draft Terms of Merger being a date determined by section 31 of the German Reorganisation Act ( Umwandlungsgesetz ) as two months after the day following the publication of either:

each within the meaning of the Common Draft Terms of Merger;

“ Cash Consideration ”, means $1.75 per Innocoll Share;

“ CBM Litigation ”, means any legal proceedings ( Spruchverfahren ) issued by the CBM Plaintiffs (or any of them) before the German courts contesting the level of the Cash Compensation pursuant to Section 122 a et seq. of the German Reorganisation Act ( Umwandlungsgesetz ), including the ongoing legal proceedings ( Spruchverfahren ) with the collective case number AZ 1 HKO 4100/16;

“ CBM Plaintiff ”, means any Innocoll Shareholder who commenced the CBM Litigation or would have been entitled to commence the CBM Litigation (collectively, the “ CBM Plaintiffs ”);

“ CBM Shares ”, means those Innocoll Shares held by the CBM Plaintiffs immediately after the completion of the Cross Border Merger and still held by them at the Cancellation Record Time;

“ Common Draft Terms of Merger ”, means the common cross border merger terms adopted by Innocoll AG and Innocoll by notarization under German law on February 16, 2016;

“ Conditions ”, means the conditions of the Scheme and the Acquisition set forth in Appendix 1 to the Rule 2.5 Announcement, and “ Condition ” means any one of the Conditions;

“ Consideration ”, means the Cash Consideration plus the CVR Consideration;

“ Court Order “, means the order or orders of the High Court sanctioning the Scheme under Section 453 of the Act and confirming the related reduction of capital under Sections 84 and 85 of the Act forming part of the Scheme;

“ Cross Border Merger ”, means the cross border merger of Innocoll AG into Innocoll in 2016 pursuant to the Common Draft Terms of Merger;

“ CVR ”, means the right to receive a contingent cash payment upon the achievement of certain milestones to be issued by Gurnet Bidco as part of the Consideration, on the terms and subject to the conditions set forth in the CVR Agreement (collectively, the “ CVRs ”);

“ CVR Agreement ”, means the Contingent Value Rights Agreement to be entered into between Gurnet Bidco and the Rights Agent, in substantially the form attached as Annex 2 to the Transaction Agreement;

“ CVR Consideration ”, means one CVR per Innocoll Share;

“ CVR Payment ”, has the meaning ascribed to such term in the CVR Agreement;

“ CVR Payment Date ”, has the meaning ascribed to such term in the CVR Agreement;

“ Deferred Shares ”, means the Deferred Shares of $0.01 each in the capital of Innocoll;

“ Effective Date ”, means the date on which, (i) the Scheme becomes effective in accordance with its terms or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having become (or having been declared) unconditional in all respects in accordance with the provisions of the Takeover Offer Documents and the requirements of the Irish Takeover Rules;

“ Effective Time ”, means the time on the Effective Date at which the Court Order and a copy of the minute required by Section 86 of the Act are registered by the Registrar of Companies or, as the case may be, the Takeover Offer becomes (or is declared) unconditional in all respects;

“ End Date ”, means October 4 2017, or such other date as the Parties may agree (with the consent of the Panel and/or the High Court, in each case if required);

“ Euro Deferred Shares ”, means the Euro Deferred Shares of €1.00 each in the capital of Innocoll;

“ German Option Agreement ”, means the Option Agreement, dated as of 10 July, 2014, by and among Innocoll AG, a stock corporation under German law and the individual “shareholders” and “optionholders” listed as party thereto, as amended, restated, supplemented and/or otherwise modified from time to time;

“ German Options ”, means the options to purchase Innocoll Shares granted pursuant to the German Option Agreement;

“ Gurnet Bidco ”, means Lough Ree Technologies Limited, a company incorporated in Ireland with registered number 594503 having its registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland;

“ Gurnet Point ”, means Gurnet Point L.P., a Delaware limited partnership that acts through its general partner, Waypoint International;

“ Gurnet Point Group ”, means Gurnet Point and all of its Subsidiaries, including Gurnet Bidco;

“ High Court ”, means the High Court of Ireland;

“ Holder ”, in relation to any Innocoll Share, means the Member whose name is entered in the Register of Members as the holder of that Innocoll Share, and “ Joint Holders ” means the Members whose names are entered in the Register of Members as the joint holders of that Innocoll Share, and “ Holder ” includes any person(s) entitled by transmission;

“ Innocoll ” or the “ Company ”, means Innocoll Holdings plc, a company incorporated in Ireland with registered number 544604 having its registered office at Unit 9, Block D, Monksland Business Park, Monksland, Athlone, County Roscommon, Ireland;

“ Innocoll Group ”, means Innocoll and all of its Subsidiaries;

“ Innocoll 2015 Plan ”, means the Innocoll Holdings plc Amended and Restated 2015 Stock Option Plan;

“ Innocoll 2016 Plan ”, means the Innocoll Holdings plc 2016 Omnibus Incentive Plan;

“ Innocoll Board ”, means the board of directors of Innocoll from time to time and for the time being;

“Innocoll Group” , means Innocoll and all of its Subsidiaries;

“ Innocoll Option ”, means any option granted to a current or former employee, director or independent contractor of the Innocoll Group to purchase Innocoll Shares pursuant to any of the Innocoll Share Plans;

“ Innocoll Option Award Agreements ”, means any agreement governing the award of any option granted to a current or former employee, director or independent contractor of the Innocoll Group to purchase Innocoll Shares that is governed by the terms of the applicable award agreement, and which was not granted pursuant to the Innocoll 2015 Plan or the Innocoll 2016 Plan.

“ Innocoll Restricted Share ”, means an Innocoll Share issued pursuant to an Innocoll Share Plan to a current or former employee, director or independent contractor of the Innocoll Group that was acquired by means of subscription and is subject to restrictions on transfer and a repurchase option;

“ Innocoll Restricted Share Award Agreement ”, means any agreement that governs the terms and conditions of the grant of Innocoll Restricted Shares;

“ Innocoll RSU ”, means any right (other than an option) granted pursuant to the Innocoll 2016 Plan to a current or former employee, director or independent contractor of the Innocoll Group that entitles the holder thereof to an Innocoll Share or cash equal to or based on the value of an Innocoll Share;

“ Innocoll Share ” or “ Innocoll Shares ”, means the ordinary shares with a par value of $0.01 per share each in the capital of Innocoll;

“ Innocoll Share Awards ”, means the Innocoll RSUs and the Innocoll Restricted Shares;

“ Innocoll Share Plans ”, means the Innocoll 2016 Plan, the Innocoll 2015 Plan, all of the Innocoll Option Award Agreements and all of the Innocoll Restricted Share Award Agreements;

“ Innocoll Shareholders ”, means the holders of Innocoll Shares;

“ Irish Takeover Rules ”, means the Irish Takeover Panel Act 1997, Takeover Rules, 2013;

“ Members ”, means members of Innocoll on its Register of Members at any relevant date;

“ New Innocoll Shares ”, means the Innocoll Shares to be issued at par credited as fully paid up to Gurnet Bidco and/or its nominees (to hold on bare trust for Gurnet Bidco) pursuant to the Scheme;

“ Panel ”, means the Irish Takeover Panel;

“ Parties ”, means Innocoll, Gurnet Point and Gurnet Bidco, and “ Party ” shall mean either Innocoll, on the one hand, or Gurnet Point or Gurnet Bidco (whether individually or collectively), on the other hand (as the context requires);

“ Reduction of Capital ”, means the reduction of the issued share capital of Innocoll to be effected by the cancellation of the Cancellation Shares as part of this Scheme, as referred to in Clause 1.1;

“ Register of Members ”, means the register of members maintained by Innocoll pursuant to the Act;

“ Registrar ”, means Innocoll’s registrar, Capita Registrars (Ireland) Limited, trading as Capita Asset Services - Shareholder Solutions of 2 Grand Canal Square, Dublin 2, Ireland;

“ Registrar of Companies ”, means the Registrar of Companies in Dublin, Ireland (being the “Registrar” as defined in Section 2 of the Act);

“ Restricted Jurisdiction ”, means any jurisdiction in relation to which Innocoll, Gurnet Point or Gurnet Bidco (as the case may be) is advised that the release, publication or distribution of the Scheme Document or the related proxy forms would or might infringe the laws of that jurisdiction or would or might require compliance with any governmental or other consent or any registration, filing or other formality with which Innocoll is unable to comply with or which Innocoll regards as unduly onerous;

“ Restricted Overseas Shareholder ”, means an Innocoll Shareholder (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any Innocoll Shareholder whom Innocoll believes to be in, or resident in, a Restricted Jurisdiction;

“ Rights Agent ”, shall have the meaning ascribed to such term in the CVR Agreement;

“ Rule 15 Proposals ”, means the proposals required to be made pursuant to Rule 15 of the Irish Takeover Rules to holders of Innocoll Options, holders of German Options (other than Terminating German Optionholders) and holders of Innocoll RSUs;

“ Rule 2.5 Announcement ”, means the announcement made by Innocoll, Gurnet Point and Gurnet Bidco in respect of the Acquisition, pursuant to Rule 2.5 of the Irish Takeover Rules, on April 4, 2017, including its summary and appendixes;

“ Scheme ” or “ Scheme of Arrangement ”, means the proposed scheme of arrangement under Chapter 1 of Part 9 of the Act and the related capital reduction under Sections 84 and 85 of the Act to effect the Acquisition pursuant to and on the terms set forth in the Transaction Agreement and the Rule 2.5 Announcement, and on such other terms and in such form not being inconsistent therewith as the Parties, acting reasonably, mutually agree in writing, including any revision thereof as may be so agreed between the Parties and, as required, by the Panel and the High Court;

“ Scheme Document ”, means the circular dated May 10, 2017 sent to Innocoll Shareholders (including holders of Innocoll Restricted Shares) and, for information only, to holders of Innocoll Options, holders of German Options (other than Terminating German Optionholders), and holders of Innocoll RSUs, of which this Scheme forms a part;

“ Scheme Meeting ”, means the meeting or meetings of the Innocoll Shareholders or, if applicable, any class of Innocoll Shareholders (as may be directed by the High Court pursuant to Section 450(5) of the Act) (and any adjournment of any such meeting or meetings) convened by (i) resolution of the Innocoll Board or (ii) order of the High Court, in either case pursuant to Section 450 of the Act, to consider and vote on the Scheme Meeting Resolution;

“ Scheme Meeting Resolution ”, means the resolution to be considered and voted on at the Scheme Meeting proposing that the Scheme, with or without amendment (but subject to such amendment being acceptable to each of Innocoll and Gurnet Point, except for a technical or procedural amendment which is required for the proper implementation of the Scheme and does not have a substantive consequence on the implementation of the Scheme), be agreed to;

“ Scheme Record Time ”, means 11:59 p.m. (Irish time) on the last Business Day before the Effective Date;

“ Scheme Shareholder ”, means a Holder of Scheme Shares;

“ Scheme Shares ”, means the Cancellation Shares (including the CBM Shares) and the Transfer Shares;

“ Subsidiary ”, means in relation to any person, any corporation, partnership, association, trust or other form of legal entity of which such person, directly or indirectly, owns securities or other equity interests representing more than 50% of the aggregate voting power;

“ Takeover Offer ”, means an offer in accordance with Clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of Innocoll (other than any Innocoll Shares beneficially owned by Gurnet Point or any member of the Gurnet Point Group, if any), including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer document(s);

“ Takeover Offer Documents ”, means, if, following the date hereof, Gurnet Bidco elects to implement the Acquisition by way of a Takeover Offer in accordance with Clause 3.6 of the Transaction Agreement, the documents to be despatched to Innocoll Shareholders and others by Gurnet Bidco containing, amongst other things, the Takeover Offer, the Conditions (to the extent appropriate in the case of a Takeover Offer, and as amended in such manner as Gurnet Bidco and Innocoll shall determine, and the Panel shall agree, to be necessary to reflect the terms of the Takeover Offer) and certain information about Gurnet Point, Gurnet Bidco and Innocoll and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

“ Terminating German Optionholders ”, shall have the meaning given to that term in Clause 4.5.1 of the Transaction Agreement;

“ Transaction Agreement ”, means the Transaction Agreement dated April 4, 2017 between Innocoll, Gurnet Point and Gurnet Bidco relating to, amongst other things, the implementation of the Acquisition, further details of which are set out in paragraph 6 (Material Contracts) of Part 8 (Additional Information) of the Scheme Document;

“ Transfer Shares ”, means the Innocoll Shares issued at or after the Cancellation Record Time but before the Scheme Record Time;

“ US$ ”, “ $ ” or “ USD ”, means United States dollars, the lawful currency of the United States of America;

“ US ” or “ United States ”, means the United States, its territories and possessions, any State of the United States and the District of Columbia, and all other areas subject to its jurisdiction;

“ Waypoint International ”, means Waypoint International GP LLC, a Delaware limited liability company, that is the general partner of Gurnet Point.

THE SCHEME