Vote without meeting. regarding

Transcription

1 Vote without meeting regarding EUR 300,000, % - bearer bonds 2015/ ISIN: XS / WKN: A14KJP, issued by STADA Arzneimittel Aktiengesellschaft, Bad Vilbel, Germany (the "STADA Bond 2015"), within the voting time period commencing on Tuesday, 26 June 2018 at 00:00 a.m. (CEST) and ending on Thursday, 28 June 2018 at 24:00 midnight (CEST) (the "Vote without Meeting") POWER OF ATTORNEY Bondholder / Grantor POWER OF ATTORNEY TO A THIRD PARTY OF YOUR TRUST Power of attorney I/We hereby authorise Mr / Ms Attorney Substitute power of attorney I/We hereby authorise Mr / Ms Sub-attorney

2 to represent me / us in the aforementioned Vote without Meeting of STADA Arzneimittel Aktiengesellschaft with the right to grant substitute power of attorney within the same scope as this power of attorney and a release from the restrictions set forth in sec. 181 German Civil Code (Bürgerliches Gesetzbuch) and to exercise my rights as a holder of the STADA-Bond 2015 in connection with such Vote without Meeting, including the voting right, on my / our behalf while disclosing my / our name and domicile or registered office in the register of participants. The attorney shall be released from the restrictions set forth in sec. 181 German Civil Code (Bürgerliches Gesetzbuch). This power of attorney is governed by the laws of the German Federal Republic and shall be construed and interpreted in accordance with the laws of the German Federal Republic. to represent the grantor of the power of attorney in the aforementioned Vote without Meeting of STADA Arzneimittel Aktiengesellschaft and to exercise the grantor s rights as a holder of the STADA-Bond 2015 in connection with the Vote without Meeting, including the voting right, on behalf of the grantor of the power of attorney while disclosing the bondholder s and the attorneys name and domicile or registered office in the register of participants. The sub-attorney shall be released from the restrictions set forth in sec. 181 German Civil Code (Bürgerliches Gesetzbuch). This power of attorney is governed by the laws of the German Federal Republic and shall be construed and interpreted in accordance with the laws of the German Federal Republic. Place / Date Place / Date Signature (or other issue of the declaration pursuant to section 126b of the German Civil Code (BGB)) Signature (or other issue of the declaration pursuant to section 126b of the German Civil Code (BGB)) Name in capital letters Name in capital letters Please send to: Dr. Johannes Beil, Notariat Bergstraße, - Scrutineer -, "STADA Bond 2015: Vote without Meeting", Bergstraße 11, Hamburg, Germany, Fax number: +49 (0) , stimmabgabe-stada@notariat-bergstrasse.de (please only send once!) Seite 2

3 LEGAL INFORMATION REGARDING THE ISSUANCE OF THE POWER OF ATTORNEY IN CONNECTION WITH THE VOTE WITHOUT MEETING Please note the detailed specifications for the vote submission in the context of the Vote without Meeting set forth in the invitation to vote from June 2018 (published in the Federal Gazette on 8 June 2018) (the "Invitation to Vote") - in particular section D. thereunder. The specifications within the Invitation to Vote are exclusively authoritative. As regards the vote submission, please note in particular the following explanations which do not constitute a complete rendition of the specifications contained in the Invitation to Vote. I. Representation during the Vote without Meeting through proxy Each bondholder may be represented in the vote submission by a proxy (sec. 14 SchVG in conjunction with sec. 18 para. 1 SchVG). The bondholder can select the person to serve as a proxy; the depository bank or an arbitrary other third party (such as, for instance, an acquaintance) come into question. The power of attorney is to be corroborated no later than by the end of the voting time period with the scrutineer is carried out by mail, fax or or other text form (sec. 126b BGB) in German or English to the following address: Dr. Johannes Beil Notariat Bergstrasse - Scrutineer - "STADA Bond 2015: Vote without Meeting" Bergstrasse 11, Hamburg, Germany Telephone number: +49 (0) 40 / Fax number: +49 (0) 40 / stimmabgabe-stada@notariat-bergstrasse.de (see Section D.VI.3. of the Invitation to Vote) II. Proof of ownership and blocking notice The representative has to present to the scrutineer in textform (sec. 126b BGB) a special confirmation of the ownership of the grantor in the bonds through the depository bank with blocking notice pursuant to sections II.1 and II.2 below, insofar not already submitted.

4 1. Special confirmation A special confirmation within the meaning of sec. 10 para. 3 sentence 2 SchVG is a certification of the depository bank which states the aggregate nominal value and/or the number of the bonds which were credited on the day of the issuance of this certification to the securities account of the respective bondholder at this depository bank and which bondholder actually holds the account. 2. Blocking notice (see D.V. of the Invitation to Vote) A blocking notice from the depository bank is a notice according to which the bonds held by the bondholder are blocked by the depository bank until the end of the voting time period (i.e. until 28 June 2018 at 24:00 midnight (CEST)). Please contact your depository bank regarding the formalities of the Blocking Notice. (see D.V. of the Invitation to Vote) III. Vote submission The vote submission and the certifications under Sections I. and II.1. through 2. above are to be addressed to the scrutineer by mail, fax or or other text form (sec. 126b BGB) in German or English to the address mentioned under section I.2 above. To facilitate and accelerate the counting of votes, the bondholders are asked to use the form for voting which can be found on STADA Arzneimittel Aktiengesellschaft s website under the category "Investor Relations" and the section "Bonds" and there under "STADA-EURO-Bond 2015: Vote without Meeting in June 2018" ( from the point in time when the publication of this Invitation to Vote is available to download (the "Vote Submission Form"). However, the effectiveness of a vote submission will not depend on the use of this Vote Submission Form. The Vote Submission Form will also state any possible countermotions and/or requests for additional motions in the sense of section D.VII. of the Invitation to Vote that have been submitted to the scrutineer or STADA Arzneimittel Aktiengesellschaft in due time and form. After receipt of a countermotion or request for an additional motion that has been received in due time and form, the form published on the STADA Arzneimittel Aktiengesellschaft's website will be updated without undue delay. Seite 4

5 Note: The voting form and this power of attorney are to be submitted within the voting time period, i.e. commencing on Tuesday, 26 June 2018 at 0:00 a.m. (CEST), and ending on Thursday, 28 June 2018 at 24:00 midnight (CEST) in text form (Sec. 126b German civil code (Bürgerliches Gesetzbuch (BGB)) to the scrutineer. The vote is deemed being submitted with receipt (Zugang) of the vote by the scrutineer. Vote submissions that are received by the scrutineer outside of the voting time period, i.e. prior to commencement or after termination of the voting time period, are invalid and will not be considered. *** Seite 5