ABCZF Abcam PLC (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2023

Commission File Number: 001-39633

Abcam plc

(Translation of registrant’s name into English)

Discovery Drive

Cambridge Biomedical Campus

Cambridge, CB2 0AX

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

COURT MEETING OF SHAREHOLDERS AND GENERAL MEETING OF SHAREHOLDERS

As previously disclosed in the Report of Foreign Private Issuer on Form 6-K dated August 28, 2023 by Abcam plc (the “Company” or “Abcam”), on August 26, 2023, the Company entered into a transaction agreement with Danaher Corporation (“Danaher”) providing for, subject to the terms and conditions of such transaction agreement, the acquisition of the Company by Danaher (the “Transaction”), which is expected to be implemented by means of a scheme of arrangement under the laws of England and Wales (the “Scheme”).

On October 5, 2023, the Company issued a press release announcing the publication of a shareholder circular setting out further information relating to the Scheme (the “Scheme Circular”). The Scheme Circular includes a notice convening a meeting of the shareholders of the Company convened by the High Court of Justice of England and Wales at which shareholders will be asked to approve the Scheme (the “Court Meeting”) and a general meeting of the shareholders of the Company to approve certain other matters in connection with the Scheme (the “General Meeting”). The Court Meeting and the General Meeting will each be held on November 6, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

A copy of the Scheme Circular, form of proxy card for the Court Meeting and form of proxy for the General Meeting are furnished herewith as Exhibits 99.2, 99.3 and 99.4, respectively, to this Report of Foreign Private Issuer on Form 6-K.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This Report of Foreign Private Issuer on Form 6-K is being made in respect of the proposed Transaction. This communication is not a substitute for the Scheme Circular or any other document that may be filed or furnished by the Company with the SEC. Investors and security holders are urged to carefully read the entire Scheme Circular (which will include an explanatory statement in respect of the Scheme in accordance with the requirements of the U.K. Companies Act 2006) and other relevant documents as and when they become available because they will contain important information. You may obtain copies of all documents filed with or furnished to the SEC regarding this Transaction, free of charge, at the SEC’s website (www.sec.gov).

In addition, investors and shareholders will be able to obtain free copies of the Scheme Circular and other documents filed with or furnished to the SEC by the Company on its Investors website (https://corporate.abcam.com/investors/) or by writing to the Company, at 152 Grove Street, Building 1100 Waltham, MA 02453, United States of America.

FORWARD LOOKING STATEMENTS

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. They are not historical facts, nor are they guarantees of future performance. Any express or implied statements contained in this Report of Foreign Private Issuer on Form 6-K that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the implementation of the Scheme. These forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: Danaher’s and Abcam’s ability to complete the Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and Abcam shareholder approval, the sanction of the High Court of Justice of England and Wales and satisfaction of other closing conditions to consummate the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Transaction; risks related to diverting the attention of Danaher’s and Abcam’s management from ongoing business operations; failure to realize the expected benefits of the Transaction; significant Transaction costs and/or unknown or inestimable liabilities; the risk of shareholder litigation in connection with the Transaction, including resulting expense or delay; the risk that

Abcam’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; Danaher’s ability to fund the cash consideration for the Transaction; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future regulatory filings, financial performance and results of the combined company following completion of the acquisition; disruption from the Transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; effects relating to the announcement of the Transaction or any further announcements or the consummation of the acquisition on the market price of Abcam’s American depositary shares; regulatory initiatives and changes in tax laws; market volatility; and other risks and uncertainties affecting Danaher and Abcam, including those described from time to time under the caption “Risk Factors” and elsewhere in Abcam’s Annual Report on Form 20-F for the year ended December 31, 2022 and in any subsequent reports on Form 6-K, each of which is on file with or furnished to the SEC and available at the SEC’s website at www.sec.gov. Moreover, other risks and uncertainties of which Abcam are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. SEC filings for the Company are available in the Investor Relations section of the Company’s website at https://corporate.abcam.com/investors/. The information contained on, or that can be accessed through, the Company’s website is not a part of, and shall not be incorporated by reference into, this Form 6-K.

The forward-looking statements made in this report are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Abcam on its website or otherwise. Abcam does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made other than to the extent required by applicable law.

NO OFFER OR SOLICITATION

This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Abcam files and mails Scheme Circular seeking approval of acquisition

of Abcam by Danaher for $24.00 per share

Cambridge, U.K. / Waltham, MA, October 5, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam’, the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, today filed and mailed a scheme circular (the ‘Scheme Circular‘) in connection with the acquisition of Abcam by Danaher Corporation (NYSE: DHR) (‘Danaher’), announced on August 28, 2023 (the ‘Transaction’). Under the terms of the Transaction Agreement, Danaher will acquire all of the outstanding shares of Abcam for $24.00 per share in cash.

The Scheme Circular is available online at Abcam’s investor relations website https://corporate.abcam.com/investors/danaher-abcam

Highlights from the Scheme Circular include:

The Transaction delivers significant, certain, and immediate value to shareholders.

This Transaction maximizes value in cash and provides certainty of return to shareholders while delivering an excellent outcome for employees and customers. The $24.00 per share price represents a 39% premium to Abcam’s undisturbed closing share price on May 16, 2023, prior to the press release by Jonathan Milner on May 17, 2023 stating his intention to call an extraordinary general meeting of Abcam, and a 48% premium to the Volume Weighted Average Price of $16.21 for the 30 trading day period to May 16, 2023.

The Transaction is the result of a rigorous and competitive sale process.

Having listened to shareholder feedback, the Board facilitated a robust sale process led by Morgan Stanley and Lazard, and guided by good governance. Through this process, Abcam engaged with over 30 potential counterparties, including 21 corporates and 12 financial sponsors from the U.S., Europe, and Asia, before entering into a definitive agreement with Danaher. Abcam received multiple bids to acquire the Company, rejected bids it deemed inadequate, and structured a process that induced bidders to increase offers. No parties were excluded from the process based on anti-trust concerns. All interested parties were given full and fair consideration and equal

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information at each stage of the process, consistent with public communications made by the Company.

The sales process was competitive through to the final bids. Danaher’s $24.00 per share in cash offer was the highest and best price received at any point in the process. In fact, the next highest bidder submitted a final offer of $22.50 per share. Danaher submitted three offers to the Company, starting at $20.50.

The Scheme Circular provides a detailed timeline of events that concluded with the agreement on the Transaction. For the avoidance of doubt, Jonathan Milner at no time put forward an offer for the Company.

Abcam’s Directors have remained focused and unwavering in their commitment to facilitating a productive process that prioritizes shareholders’ best interests.

The Board ultimately reached its decision to recommend the Transaction through careful consideration of the financial and legal terms presented by Danaher and competing bidders. The rationale for the Board’s recommendation, and the opinions received from Morgan Stanley and Lazard that the financial terms are fair, are set out fully in the Scheme Circular.

In reaching their recommendation in favour of the Transaction, the Abcam Directors took into account the Danaher offer price of $24.00 in cash per share relative to the medium term expected trading price of Abcam ADSs (as defined below) if the Company were to continue as a standalone entity.

The entire process was fully supervised by the Board, supported by a dedicated Strategic Review Subcommittee. At all times the Board were guided by their fiduciary duty to maximize value to shareholders.

Arrangements regarding the treatment of outstanding management incentive schemes were only discussed, negotiated, and agreed separately between the Company and Danaher after the offer price and other terms of the transaction had been agreed between the parties, in accordance with the best interests of shareholders, a proper governance process and full transparency. These discussions resulted in entitlements under the management incentive plan consistent with and no greater than the original terms of the plan approved by shareholders in 2021.

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Danaher is committed to Abcam’s current geographic presence, with headquarters in the U.K.

Danaher already has a significant presence in the U.K., with 5,500 associates currently employed in the country. Danaher’s commitment to expanding its existing U.K. operations and maintaining Abcam’s Cambridge presence ensures an optimal outcome for employees and underscores the positive attributes of this Transaction. Throughout the process, Danaher showed a sincere interest in Abcam employees, customers, and the scientific community.

After the acquisition, Abcam will continue as a standalone operating company and brand within Danaher’s Life Sciences segment. The Company’s Board is confident that, in addition to maximizing value for shareholders, Danaher is the right home for Abcam, and will allow Abcam to continue its pursuit of its strategy, while harnessing the power of the Danaher Business System to ensure Abcam remains the partner of choice for its customers worldwide.

How to vote and meeting details

Notices of the Court Meeting and the General Meeting are set out in the Scheme Circular. The Court Meeting will start at 2.00 p.m. (U.K. Time) and the General Meeting will start at 2.15 p.m. (U.K. Time) (or as soon thereafter as the Court Meeting has been concluded or adjourned) on November 6, 2023 (the ‘Shareholder Meetings’).

Abcam Shareholders

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Abcam ADS holders

Abcam shareholders are advised to ONLY use the BLUE Form of Proxy approved by the High Court of Justice of England and Wales and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in the Shareholder Circular, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted.

Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted.

PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

About Abcam plc

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As an innovator in reagents and tools, Abcam’s purpose is to serve life science researchers globally to achieve their mission faster. Providing the research and clinical communities with tools and scientific support, the Company offers highly validated antibodies, assays and other research tools to address important targets in critical biological pathways.

Already a pioneer in data sharing and ecommerce in the life sciences, Abcam’s ambition is to be the most influential company in life sciences by helping advance global understanding of biology and causes of disease, which, in turn, will drive new treatments and improved health.

Abcam’s worldwide customer base of approximately 750,000 life science researchers uses Abcam’s antibodies, reagents, biomarkers and assays. By actively listening to and collaborating with these researchers, the Company continuously advances its portfolio to address their needs. A transparent program of customer reviews and datasheets, combined with industry-leading validation initiatives, gives researchers increased confidence in their results.

Founded in 1998 and headquartered in Cambridge, U.K., the Company has served customers in more than 130 countries. Abcam’s American Depositary Shares (ADSs) trade on the Nasdaq Global Select Market (Nasdaq: ABCM).

For more information, please visit www.abcam.com or www.abcamplc.com.

Important Notices

U.K. Takeover Code does not apply

Abcam is not a company subject to regulation under the City Code on Takeovers and Mergers (the ‘U.K. Takeover Code’), therefore no dealing disclosures are required to be made under Rule 8 of the U.K. Takeover Code by shareholders of Abcam or Danaher.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. They are not historical facts, nor are they guarantees of future performance. Any express or

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implied statements contained in this announcement that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding Danaher’s and Abcam’s ability to complete the Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and Abcam shareholder approval, the sanction of the High Court of Justice of England and Wales and satisfaction of other closing conditions to consummate the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Transaction; risks related to diverting the attention of Danaher’s and Abcam’s management from ongoing business operations; failure to realize the expected benefits of the Transaction; significant Transaction costs and/or unknown or inestimable liabilities; the risk of shareholder litigation in connection with the Transaction, including resulting expense or delay; the risk that Abcam’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; Danaher’s ability to fund the cash consideration for the Transaction; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future regulatory filings, financial performance and results of the combined company following completion of the acquisition; disruption from the Transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; effects relating to the announcement of the Transaction or any further announcements or the consummation of the acquisition on the market price of Abcam’s American depositary shares; regulatory initiatives and changes in tax laws; market volatility; and other risks and uncertainties affecting Danaher and Abcam, including those described from time to time under the caption “Risk Factors” and elsewhere in Abcam’s Annual Report on Form 20-F for the year ended December 31, 2022 and in any subsequent reports on Form 6-K, each of which is on file with or furnished to the U.S. Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov. Moreover, other risks and uncertainties of which Abcam are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. SEC filings for the Company are available in the Investor Relations section of the Company’s website at https://corporate.abcam.com/investors/. The information contained on, or that can be accessed through, the Company’s website is not a part of, and shall not be incorporated by reference into, this Form 6-K.

The forward-looking statements made in this announcement are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Abcam on its website or otherwise. Abcam does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made other than to the extent required by applicable law.

Important Additional Information and Where to Find It

Abcam has furnished the same to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K and mailed or otherwise provided to its shareholders a circular containing information on the Scheme vote regarding the Transaction (the ‘Scheme Circular’). This announcement is not a substitute for the Scheme Circular or any other document that may be filed or furnished by Abcam with the SEC. Investors and security holders are urged to carefully read the entire Scheme Circular (which will include an

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explanatory statement in respect of the Scheme in accordance with the requirements of the U.K. Companies Act 2006) and other relevant documents as and when they become available because they will contain important information. You may obtain copies of all documents filed with or furnished to the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov).

Investors and shareholders will be able to obtain free copies of the Scheme Circular and other documents filed with or furnished to the SEC by the Company on its Investors website (https://corporate.abcam.com/investors/danaher-abcam) or by writing to the Company, at 152 Grove Street, Building 1100 Waltham, MA 02453, United States of America.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons in possession of this announcement or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and the United States and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom or the United States.

No Offer or Solicitation

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Transaction will be implemented solely pursuant to the Scheme, subject to the terms and conditions of the definitive transaction agreement, which contains the terms and conditions of the Transaction.

Morgan Stanley & Co. International plc (“Morgan Stanley”) which is authorised by the Prudential Regulation Authority and regulated in the U.K. by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Abcam and no one else in connection with the Acquisition and Morgan Stanley, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Abcam for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Lazard & Co., Limited , which is authorised and regulated in the U.K. by the Financial Conduct Authority, and Lazard Freres & Co. LLC (together, “Lazard”) are acting exclusively as financial adviser to Abcam and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Abcam for providing any protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or

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responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Abcam plc

Tommy Thomas, CPA

Vice President, Investor Relations

+1 617-577-4205

152 Grove Street, Building 1100

Waltham, MA 02453

Media enquiries

FTI Consulting

+44 (0)20-3727-1000

Abcam@fticonsulting.com

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Exhibit 99.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF ABCAM ADSs ON THE NASDAQ GLOBAL SELECT MARKET. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, attorney, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser.

If you sell, or have sold or otherwise transferred all of your Abcam Shares or Abcam ADSs, please send this document (but not any accompanying personalised documents) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you sell, or have sold or otherwise transferred part of your holding of Abcam Shares or Abcam ADSs, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction.

The accompanying Forms of Proxy and BLUE ADS Voting Instruction Card (as applicable) are personalised. If you have recently purchased or been transferred Abcam Shares or Abcam ADSs, you should contact Abcam’s registrars, Equiniti (in the case of Abcam Shares), or proxy solicitors, Morrow Sodali (in the case of Abcam ADSs), using the details set out on page xix of this document to obtain replacements for these documents.

Recommended acquisition of

ABCAM PLC

by

DIADEM HOLDCO LIMITED

a wholly owned indirect subsidiary of

DANAHER CORPORATION

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Abcam Shareholders and Abcam ADS Holders should read carefully the whole of this document and the accompanying Forms of Proxy or BLUE ADS Voting Instruction Card (as applicable). Your attention is drawn to the letter from the Chairman of Abcam in Part I (Letter from the Chairman of Abcam plc) of this document, which contains the unanimous recommendation of the Abcam Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting. An explanatory statement explaining the Scheme in greater detail is set out in Part II (Explanatory Statement) of this document.

Notices of the Court Meeting and the General Meeting, both of which are to be held at the offices of Abcam’s solicitors, Latham & Watkins (London) LLP, at 99 Bishopsgate, London EC2M 3XF, United Kingdom on 6 November 2023, are set out at the beginning of this document. The Court Meeting will start at 2.00 p.m. (U.K. Time) and the General Meeting will start at 2.15 p.m. (U.K. Time) (or as soon thereafter as the Court Meeting has been concluded or adjourned).

HOW TO VOTE

Scheme Shareholders and Abcam Shareholders are advised to ONLY use the BLUE Form of Proxy approved by the Court and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in this document, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted. Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. At the Court Meeting, the Scheme must be approved by a majority in number of Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting. Abcam ADS Holders are not entitled to vote directly at the Court Meeting or the General Meeting. Instead, Abcam ADS Holders on the Abcam ADS Register as at the Abcam ADS Voting Record Time will be eligible to provide the Depositary with voting instructions for the Abcam Shareholder Meetings and will be sent a Depositary Notice and BLUE ADS Voting Instruction Card.

Whether or not you plan to attend the Abcam Shareholder Meetings, Abcam Shareholders are urged to complete and sign both the enclosed BLUE and YELLOW Forms of Proxy and Abcam ADS Holders are urged to complete the BLUE ADS Voting Instruction Cards, or deliver their respective proxy appointments or voting instructions by one of the other methods mentioned below, as soon as possible and in any event prior to the deadlines set out below.

If you are an Abcam ADS Holder and you wish to vote directly (whether in person or by proxy) at the Court Meeting or the General Meeting, you must elect to become a registered shareholder by surrendering some or all of your Abcam ADSs to the Depositary for cancellation to withdraw the Abcam Shares represented by those Abcam ADSs, in accordance with the terms and conditions of the Deposit Agreement, so as to become a registered holder of Abcam Shares prior to the Scheme Voting Record Time. Pursuant to the terms of the Deposit Agreement, the Depositary is entitled to receive a cancellation fee of $5.00 per 100 Abcam ADSs cancelled, rounded up to the nearest one hundred Abcam ADSs, from each Abcam ADS Holder who cancels some or all of their Abcam ADSs.

Abcam Shareholders

The action to be taken by Abcam Shareholders in respect of the Court Meeting and General Meeting is set out on pages xviii and xix of this document. Whether or not you intend to be present at the Court Meeting and/or the General Meeting, please complete and sign both Forms of Proxy accompanying this document, BLUE for the Court Meeting and YELLOW for the General Meeting (or appoint a proxy electronically, as referred to below) and return them in accordance with the instructions printed thereon to Abcam’s registrars, Equiniti, as soon as possible, and in any event so as to be received by Equiniti by 2.00 p.m. (U.K. Time) on 2 November 2023 in the case of the Court Meeting and by 2.15 p.m. (U.K. Time) on 2 November 2023 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the holding of the adjourned meeting. Alternatively, the Form of Proxy for the Court Meeting (but not the General Meeting) may be: (i) handed to representatives of Equiniti or the Chairman of the Court Meeting before the start of that meeting; or (ii) scanned and emailed to Equiniti and received before the start of that meeting at the following email address: proxyvotes@equiniti.com. In the case of the General Meeting, however, unless the YELLOW Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid.

Proxy appointments may be submitted electronically by logging on to www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than the applicable deadline set out above.

If you hold Abcam Shares in uncertificated form through CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and the instructions set out on

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pages vii to ix of this document (Notice of Court Meeting) and pages x to xiv of this document (Notice of General Meeting). Proxies submitted via CREST (under CREST participant ID RA19) must be received by Equiniti by 2.00 p.m. (U.K. Time) on 2 November 2023 in the case of the Court Meeting and by 2.15 p.m. (U.K. Time) on 2 November 2023 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the holding of the adjourned meeting.

The return of a completed Form of Proxy, the electronic appointment of a proxy or the submission of a proxy via CREST will not prevent Abcam Shareholders from attending the Court Meeting and/or the General Meeting, or any adjournment thereof, and voting in person if you so wish and if you are entitled to do so.

Abcam ADS Holders

Abcam ADS Holders will not be entitled to attend the Court Meeting or the General Meeting in person or by proxy or vote directly on the Transaction. Abcam ADS Holders are asked to complete and return their BLUE ADS Voting Instruction Card in accordance with the instructions printed thereon as soon as possible, and in any event so that it is received by no later than 10.00 a.m. (Eastern Time) on 31 October 2023, or, if either the Court Meeting or the General Meeting is adjourned, such later date as may be notified by the Depositary. If you hold such Abcam ADSs indirectly, you must rely on the procedures of the broker, bank or other nominee or intermediary through which you hold your Abcam ADSs.

IMPORTANT NOTICE

This document has been prepared for the purposes of complying with English law and the information disclosed herein may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of the United States or any other jurisdiction.

The distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law, and therefore, persons into whose possession this document comes should inform themselves about, and should observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, pursuant to the document or otherwise, in any jurisdiction in which such offer or solicitation is unlawful.

The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Abcam, the Purchaser or Danaher except where otherwise expressly stated. Neither Abcam nor the Purchaser nor Danaher intends, or undertakes any obligation, to update information contained in this document, except as required by applicable law.

No person has been authorised to make any representations on behalf of Abcam, the Abcam Group, the Purchaser, Danaher or the Danaher Group concerning the Transaction or the Scheme which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been authorised.

Morgan Stanley is acting exclusively as joint financial adviser to Abcam and no one else in connection with the matters referred to in this document and Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Abcam for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the contents of this document or any matter referred to herein.

Lazard is acting exclusively as joint financial adviser to Abcam and no one else in connection with the matters referred to in this document and Lazard, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Abcam for providing the protections afforded to clients of Lazard nor for providing advice in connection with the contents of this document or any matter referred to herein.

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This document and the documents incorporated herein contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking

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statements by the following words: “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “plan”, “anticipate”, “intend”, “seek”, “believe”, “estimate”, “predict”, “potential”, “continue”, “contemplate”, “possible” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. They are not historical facts, nor are they guarantees of future performance. Any express or implied statements contained in this document that are not statements of historical fact may be deemed to be forward-looking statements, and are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: the ability of Abcam, the Purchaser and Danaher to complete the Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and Abcam Shareholder approval, the sanction of the High Court of Justice of England and Wales and the satisfaction of other closing conditions to consummate the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Transaction; risks related to diverting the attention of Danaher’s and Abcam’s management from ongoing business operations; failure to realise the expected benefits of the Transaction; significant Transaction costs and/or unknown or inestimable liabilities; the risk of shareholder litigation in connection with the Transaction, including resulting expense or delay; the risk that Abcam’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; Danaher’s ability to fund the cash consideration for the Transaction; risks related to future opportunities and plans for the combined business, including the uncertainty of expected future regulatory filings, financial performance and results of the combined business following completion of the acquisition; disruption from the Transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; effects relating to the announcement of the Transaction, or any further announcements or the consummation of the acquisition on the market price of Abcam ADSs; regulatory initiatives and changes in tax laws; market volatility; and other risks and uncertainties affecting the Abcam Group or the Danaher Group, including, in respect of the Abcam Group, those described from time to time under the caption “Risk Factors” and elsewhere in Abcam’s Annual Report on Form 20-F for the year ended 31 December 2022 and in any subsequent reports on Form 6-K, each of which is on file with or furnished to the SEC and available at the SEC’s website at www.sec.gov. Moreover, other risks and uncertainties of which Abcam is not currently aware may also affect any forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. SEC filings for Abcam are available in the Investor Relations section of Abcam’s website at https://corporate.abcam.com/investors/. The information contained on, or that can be accessed through, Abcam’s website is not a part of, and shall not be incorporated by reference into, this document.

The forward-looking statements made in this document are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Abcam on its website or otherwise. Abcam does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made other than to the extent required by applicable law.

INFORMATION FOR OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or the United States or who are subject to the laws of another jurisdiction to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This document has been prepared for the purpose of complying with English law 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 of the United States or any other jurisdiction. It is the responsibility of all overseas Abcam Shareholders to satisfy themselves as to their full compliance with the laws of the relevant jurisdiction, including obtaining any governmental, exchange control or other consents which may be required and their compliance with any other necessary formalities which are required to be observed and the payment

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of any transfer or other taxes due in such jurisdiction. If you are in any doubt regarding such matters, you should consult an independent professional adviser in the relevant jurisdiction without delay.

Overseas Abcam Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Transaction in their particular circumstances.

Copies of this document and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction.

If the Transaction is implemented by way of an Offer, the Offer may not (unless otherwise permitted by applicable law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Transaction will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

NOTICE TO U.S. ABCAM SHAREHOLDERS AND ABCAM ADS HOLDERS

The Transaction is being made to acquire the securities of a company incorporated under the laws of England and Wales that is a “foreign private issuer” as defined under Rule 3b-4 under the U.S. Exchange Act and will be effected by means of a scheme of arrangement provided for under the Companies Act. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the U.S. tender offer rules and proxy solicitation rules under the U.S. Exchange Act. If, in the future, the Purchaser or Danaher (with the prior written consent of the Company, in accordance with the Transaction Agreement) elects to implement the Transaction by way of an Offer and determines to extend the Offer into the U.S., the Transaction will be made in compliance with applicable U.S. laws and regulations, including any applicable exemptions under the U.S. Exchange Act.

Certain financial information relating to Abcam that is included in this document has been or will have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and may not therefore be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”).

Abcam Shareholders and Abcam ADS Holders also should be aware that the Transaction may have tax consequences in the U.S. A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain Abcam Shareholders and Abcam ADS Holders is set out in paragraph 6 of Part V (Additional Information) of this document. Abcam Shareholders and Abcam ADS Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Transaction.

Abcam is formed under the laws of England and Wales. In addition, some or all of its officers and directors reside outside the United Sates, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Abcam or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment. It may not be possible to sue Abcam or its officers or directors in a non-U.S. court for violations of U.S. securities laws.

None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

NON-IFRS FINANCIAL MEASURES

To supplement Abcam’s audited financial results prepared in accordance with IFRS, Abcam presents certain financial measures not prepared in accordance with IFRS (“non-IFRS financial measures”), including

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Adjusted Operating Profit, Adjusted EBITDA, Adjusted EBIT and Adjusted Diluted Earnings Per Share. Abcam believes that the presentation of these non-IFRS financial measures provides useful information about its operating results and enhances the overall understanding of its past financial performance and future prospects, allowing for greater transparency with respect to key measures used by management in its financial and operational decision making. These non-IFRS financial measures are supplemental in nature as they include and/or exclude certain items not included and/or excluded in the most directly comparable IFRS financial measures and should not be considered in isolation, or as a substitute for, financial measures prepared in accordance with IFRS. Further, other companies may calculate these non-IFRS financial measures differently than Abcam does, which may limit the usefulness of those measures for comparative purposes.

Abcam’s management believes that the presentation of Adjusted Operating Profit, Adjusted EBITDA, Adjusted EBIT and Adjusted Diluted Earnings Per Share provide useful information to investors and others as management regularly reviews these measures as important indicators of Abcam’s operating performance and makes decisions based on them.

The following is a qualitative reconciliation of non-IFRS financial measures presented in this document to their most directly comparable IFRS financial measures.

U.K. TAKEOVER CODE DOES NOT APPLY

Neither Abcam nor the Transaction is subject to the requirements of the U.K. Takeover Code or the jurisdiction of the U.K. Panel on Takeovers and Mergers. Therefore, no dealing disclosures are required to be made under Rule 8 of the U.K. Takeover Code by Abcam Shareholders or Danaher.

PUBLICATION ON WEBSITE

A copy of this document, together with all information incorporated into this document by reference to another source, will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Transaction would breach any applicable law, on Abcam’s website, at https://corporate.abcam.com/investors/danaher-abcam, following publication of this document. For the avoidance of doubt, neither the contents of such website nor the contents of any website accessible from hyperlinks on such website (or any other websites referred to in this document) are incorporated into, or form part of, this document.

ROUNDING

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 arithmetical aggregation of the figures that precede them.

DEFINITIONS

Capitalised words and phrases used in this document shall have the meanings given to them in Part VII (Definitions) of this document.

DATE

This document is dated 5 October 2023 and is first being mailed to Abcam Shareholders on or about 5 October 2023.

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NOTICE OF COURT MEETING OF SCHEME SHAREHOLDERS

IN THE MATTER OF ABCAM PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated 4 October 2023 made in the above matter, the Court has given permission for a meeting (the “Court Meeting”) to be convened of the holders of Scheme Shares (as defined in the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or subject to any modification, addition or condition which the Company (as defined below) and Diadem Holdco Limited may agree and which the Court approves) a scheme of arrangement (the “Scheme of Arrangement”) proposed to be made under Part 26 of the Companies Act 2006 between Abcam plc, a public limited company incorporated in England and Wales with its registered office at Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX, United Kingdom (the “Company” or “Abcam”), and the holders of Scheme Shares, and that the Court Meeting will be held at the offices of Abcam’s solicitors, Latham & Watkins (London) LLP, at 99 Bishopsgate, London EC2M 3XF, United Kingdom on 6 November 2023 at 2.00 p.m. (U.K. Time), at which place and time all Scheme Shareholders (as defined in the Scheme of Arrangement) are requested to attend in person or by proxy.

A copy of the Scheme of Arrangement and a copy of the Explanatory Statement required to be furnished pursuant to Part 26 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Voting on the resolution to approve the Scheme of Arrangement will be by poll, which shall be conducted as the Chairman of the Court Meeting may determine.

Right to Appoint a Proxy; Procedure for Appointment

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may vote in person at such meeting or they may appoint another person or persons, whether a registered shareholder of the Company or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting.

A BLUE Form of Proxy, for use at the Court Meeting, has been provided. Instructions for its use are set out on the form. It is requested that the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to the Company’s registrars, Equiniti, at Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, United Kingdom, either (i) by post, or (ii) during normal business hours only, by hand, in either case to be received no later than 2.00 p.m. (U.K. Time) on 2 November 2023 or, in the case of an adjournment of the Court Meeting, 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time appointed for the adjourned meeting. However, if not so lodged, BLUE Forms of Proxy (together with any such power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) may be (i) handed to representatives of Equiniti or the Chairman of the Court Meeting before the start of the Court Meeting, or (ii) scanned and emailed to Equiniti and received before the start of that meeting at the following email address proxyvotes@equiniti.com, and will still be valid.

If you are posting your proxy form from within the United Kingdom, no postage is required and you are encouraged to post early and please allow at least three working days for delivery. If the proxy form is posted from outside of the United Kingdom, please return it in an envelope with postage paid and allow extra time for posting.

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Proxy appointments may alternatively be submitted electronically by logging on to www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than 2.00 p.m. (U.K. Time) on 2 November 2023 (or if the Court Meeting is adjourned, 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the adjourned Court Meeting).

As a Scheme Shareholder you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote on your behalf at the Court Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares. A proxy need not be a registered shareholder of the Company but they must attend the Court Meeting to represent you. If you require additional proxy forms, please contact the Company’s registrars, Equiniti, on +44 (0) 371 384 2050 (if calling from outside the U.K. international rates apply) or by submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.

To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy BLUE Form of Proxy and would like to change the instructions using another hard copy BLUE Form of Proxy, please contact Equiniti. The deadline for receipt of proxy appointments also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same Scheme Share in respect of the same Court Meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If Equiniti is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of the relevant Scheme Share(s). If you would like to revoke your proxy you may deliver a written notice of revocation by mail to Equiniti at the address set out above.

Scheme Shareholders who hold their shares in uncertificated form through CREST who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual available at www.euroclear.com.

In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company’s registrars, Equiniti (under CREST participant ID RA19), by 2.00 p.m. (U.K. Time) on 2 November 2023 (or if the Court Meeting is adjourned, 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the adjourned Court Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Company’s registrars, Equiniti, is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If the CREST proxy appointment or instruction is not received by this time, the BLUE form of proxy may be handed to the Chairman of the Court Meeting any time prior to the commencement of the Court Meeting or any adjournment thereof.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically or using CREST, will not prevent a holder of Scheme Shares from attending, speaking and voting in person at the Court Meeting, or any adjournment thereof, if such Scheme Shareholder wishes and is entitled to do so.

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Scheme Voting Record Time

Entitlement to attend, speak and vote at the Court Meeting or any adjournment thereof and the number of votes which may be cast at the Court Meeting, will be determined by reference to the register of members of the Company at 6.30 p.m. (U.K. Time) on 2 November 2023 or, if the Court Meeting is adjourned, 6.30 p.m. (U.K. Time) on the date which is two days (excluding non-working days in the United Kingdom) before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote at the Court Meeting.

Joint Holders

In the case of joint holders of a Scheme Share, the vote of the joint holder whose name stands first in the register of members of the Company in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holder(s).

Corporate Representatives

As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a Scheme Shareholder, provided that if two or more corporate representatives purport to vote in respect of the same Scheme Shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.

By the said Order, the Court has appointed the Non-Executive Chairman of the Company or, failing him, any other director of the Company to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court.

The Scheme will be subject to the subsequent sanction of the Court.

Dated 5 October 2023

Latham & Watkins (London) LLP

99 Bishopsgate

London EC2M 3XF

United Kingdom

Solicitors for the Company

Nominated Persons

Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by shareholders of the Company. However, Nominated Persons may, under agreement with the shareholder who nominated them, have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting.

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NOTICE OF GENERAL MEETING OF ABCAM SHAREHOLDERS

ABCAM PLC

(incorporated in England and Wales with registered number 03509322)

NOTICE IS HEREBY GIVEN that a General Meeting of Abcam plc, a public limited company incorporated in England and Wales with its registered office at Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX, United Kingdom (the “Company”) will be held at the offices of Abcam’s solicitors, Latham & Watkins (London) LLP, at 99 Bishopsgate, London EC2M 3XF, United Kingdom on 6 November 2023 at 2.15 p.m. (U.K. Time) (or as soon thereafter as the Court Meeting (as defined in the document of which this notice forms part) has been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolution as a special resolution.

SPECIAL RESOLUTION

x

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Notes

Right to Appoint a Proxy; Procedure for Appointment

A YELLOW Form of Proxy, for use at the General Meeting, has been provided. Instructions for its use are set out on the form. In order to be valid, the YELLOW Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) must be returned to the Company’s registrars, Equiniti, at Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, United Kingdom, either (i) by post, or (ii) during normal business hours only, by hand, in either case to be received no later than 2.15 p.m. (U.K. Time) on 2 November 2023 or, in the case of an adjournment of the General Meeting, 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time appointed for the adjourned meeting.

If you are posting your proxy form from within the United Kingdom, no postage is required and you are encouraged to post early and please allow at least three working days for delivery. If the proxy form is posted from outside of the United Kingdom, please return it in an envelope with postage paid and allow extra time for posting.

Proxy appointments may alternatively be submitted electronically by logging on to www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than 2.15 p.m. (U.K. Time) on 2 November 2023 (or if the General Meeting is adjourned, 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the adjourned General Meeting).

As an Abcam Shareholder you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote on your behalf at the General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares. A proxy need not be a registered shareholder of the Company but they must attend the General Meeting to represent you. If you require additional proxy forms, please contact the Company’s registrars, Equiniti on +44 (0) 371 384 2050 (if calling from outside the U.K. international rates apply) or by submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.

To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy YELLOW Form of Proxy and would like to change the instructions using another hard copy YELLOW Form of Proxy, please contact Equiniti. The deadline for receipt of proxy appointments also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same Abcam Share in respect of the same General Meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If Equiniti is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of the relevant Abcam Share(s). If you would like to revoke your proxy you may deliver a written notice of revocation by mail to Equiniti at the address set out above.

Appointment of Proxies through CREST

Abcam Shareholders who hold their shares in uncertificated form through CREST who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual available at www.euroclear.com.

In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company’s registrars, Equiniti, (CREST participant ID RA19) by 2.15 p.m. (U.K. Time) on 2 November 2023 (or if the General Meeting is adjourned, 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the adjourned General Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Company’s registrars, Equiniti, is able to retrieve the message by enquiry to CREST in

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the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Right to attend, speak and vote in person

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST, will not prevent a holder of Abcam Shares from attending, speaking and voting in person at the General Meeting, or any adjournment thereof, if such Abcam Shareholder wishes and is entitled to do so.

Scheme Voting Record Time

Entitlement to attend, speak and vote at the General Meeting or any adjournment thereof and the number of votes which may be cast at the General Meeting, will be determined by reference to the register of members of the Company at 6.30 p.m. (U.K. Time) on 2 November 2023 or, if the General Meeting is adjourned, 6.30 p.m. (U.K. Time) on the date which is two days (excluding non-working days in the United Kingdom) before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote at the General Meeting.

Joint Holders

In the case of joint holders of an Abcam Share, the vote of the joint holder whose name stands first in the register of members of the Company in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holder(s).

Corporate Representatives

As an alternative to appointing a proxy, any Abcam Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as an Abcam Shareholder, provided that if two or more corporate representatives purport to vote in respect of the same Abcam Shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.

Nominated Persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right, or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of rights above does not apply to Nominated Persons, which applies only to shareholders of the Company.

General

As at the Latest Practicable Date, the Company’s issued share capital consists of 230,151,118 ordinary shares of £0.002 each, carrying one vote each. Therefore, the total voting rights in the Company as at the Latest Practicable Date are 230,151,118.

Any Abcam Shareholder attending the General Meeting is entitled, pursuant to section 319A of the Companies Act 2006, to ask any question relating to the business being dealt with at the General Meeting. The Company will answer any such questions unless: (i) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this document (or in any related documents including the YELLOW Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

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The Resolution will be voted on at the General Meeting by way of a poll, which will be demanded at the start of the General Meeting by the Chairman of the General Meeting in accordance with article 72.1 of the Abcam Articles. This is a more transparent method of voting as member votes are to be counted according to the number of ordinary shares held. The results of the poll will be announced by the filing of a Report of Foreign Private Issuer on Form 6-K with the SEC and published on Abcam’s website as soon as reasonably practicable following the conclusion of the General Meeting.

The “VOTE WITHHELD” option on the form of proxy is provided to enable Abcam Shareholders to abstain from voting on the resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of proportion of votes “FOR” and “AGAINST” the resolution.

A copy of the document of which this notice forms part will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations of, any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Transaction would breach any applicable law, on Abcam’s website, at https://corporate.abcam.com/investors/danaher-abcam.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The expected date of the Court Hearing to sanction the Scheme and each of the other dates and times set out below will depend, among other things, on the date on which the Conditions to the Scheme and the Transaction are satisfied or, if capable of waiver, waived. They are accordingly presented as indicative and referable to the date on which those Conditions are satisfied or waived (as the case may be). Further details of the Conditions are set out in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document.

Abcam will give notice of each of the below dates and times, when known, by issuing an announcement through a national news wire service in the United States and by making such announcement available on Abcam’s website at https://corporate.abcam.com/investors/danaher-abcam. Further updates or changes to other times or dates indicated below shall be notified in the same manner.

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The Court Meeting and the General Meeting will each be held at the offices of Abcam’s solicitors, Latham & Watkins (London) LLP, at 99 Bishopsgate, London EC2M 3XF, United Kingdom, at 2.00 p.m. (U.K. Time) and 2.15 p.m. (U.K. Time), respectively, on 6 November 2023.

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ACTION TO BE TAKEN

The Court Meeting and the General Meeting will be held at the offices of Abcam’s solicitors, Latham & Watkins (London) LLP, at 99 Bishopsgate, London EC2M 3XF, United Kingdom on 6 November 2023 at 2.00 p.m. and 2.15 p.m., respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned). In respect of the Court Meeting, you are entitled to one vote for each Scheme Share that you hold as at the Scheme Voting Record Time. As at the Latest Practicable Date, there were 230,151,118 Abcam Shares in issue.

This section should be read in conjunction with the rest of this document and the accompanying Forms of Proxy or Depositary Notice and BLUE ADS Voting Instruction Card (as applicable).

DOCUMENTS

Please check you have received the following with this document, as applicable to you:

Abcam Shareholders:

If you have not received these documents, please contact the Company’s registrars, Equiniti, by calling the applicable helpline set out at the end of this section.

Abcam ADS Holders:

If you have not received these documents, please contact the Company’s proxy solicitor, Morrow Sodali, by calling the applicable helpline or by emailing the applicable address set out on page xix of this document or contact your broker, bank or other nominee.

TO VOTE ON THE PROPOSALS

Scheme Shareholders and Abcam Shareholders are advised to ONLY use the BLUE Form of Proxy approved by the Court and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in this document, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted. Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Scheme Shareholders are reminded that, at the Court Meeting, the Scheme must be approved by a majority in number of Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting.

Therefore, whether or not you plan to attend the Abcam Shareholder Meetings, Abcam Shareholders are urged to complete and sign both the enclosed BLUE and YELLOW Forms of Proxy and Abcam ADS Holders, who are not entitled to attend in person or by proxy or vote directly at the Abcam Shareholder Meetings, are urged to complete the BLUE ADS Voting Instruction Cards, or deliver their respective proxy appointments or voting instructions by one of the other methods mentioned below, as soon as possible and in any event prior to the deadlines set out below.

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Abcam Shareholders

In respect of the Court Meeting, you are entitled to one vote for each Scheme Share that you hold as at the Scheme Voting Record Time. In respect of the General Meeting, you are entitled to one vote for each Abcam Share that you hold as at the Scheme Voting Record Time.

Whether or not you plan to attend the Abcam Shareholder Meetings, if you are an Abcam Shareholder, please:

in accordance with the instructions printed thereon so that they are received by the Company’s registrars, Equiniti, no later than 2.00 p.m. on 2 November 2023 (in the case of the BLUE Form of Proxy for the Court Meeting) or 2.15 p.m. on 2 November 2023 (in the case of the YELLOW Form of Proxy for the General Meeting) or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the holding of the adjourned meeting. Your vote will be cast as specified on the applicable Form of Proxy.

Proxy appointments may be submitted electronically by logging on to www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than the applicable deadline set out above.

Alternatively, BLUE Forms of Proxy (but not YELLOW Forms of Proxy), together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof, may be (i) handed to representatives of Equiniti or the Chairman of the Court Meeting before the start of the Court Meeting, or (ii) scanned and emailed to Equiniti and received before the start of that meeting at the following email address proxyvotes@equiniti.com. In the case of the General Meeting, unless the YELLOW Form of Proxy is returned by the time and date mentioned in the instructions printed thereon, it will be invalid.

The completion and return of the Forms of Proxy will not prevent eligible Abcam Shareholders from attending and voting at the Court Meeting or the General Meeting, or any adjournment thereof, in person.

If you hold Abcam Shares in uncertificated form through CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and the instructions set out on pages vii to ix of this document (Notice of Court Meeting) and pages x to xiv of this document (Notice of General Meeting).

Abcam ADS Holders

Abcam ADS Holders are not entitled to vote directly at the Court Meeting or the General Meeting. Instead, Abcam ADS Holders on the Abcam ADS Register as at the Abcam ADS Voting Record Time will be eligible to provide the Depositary with voting instructions for the Abcam Shareholder Meetings subject to the terms and conditions set forth in the Deposit Agreement, and will be sent a Depositary Notice and a BLUE ADS Voting Instruction Card. The BLUE ADS Voting Instruction Card must be completed, signed and returned in accordance with the instructions printed thereon so that it is received by no later than 10.00 a.m. (Eastern Time) on 31 October 2023, or, if either the Court Meeting or the General Meeting is adjourned, such later date as may be notified by the Depositary.

Holders of Abcam ADSs who hold their Abcam ADSs indirectly through a broker, bank, trust company or other nominee must rely on the procedures of such broker, bank, trust company or other nominee in order to assert the rights of an Abcam ADS Holder to issue voting instructions to the Depositary. If this applies to you, we encourage you to consult your broker, bank, trust company or other nominee as soon as possible. Please vote in accordance with the instructions sent to you by your broker, bank, trust company or other nominee as soon as possible.

The Depositary will collate all votes properly and timely submitted by Abcam ADS Holders and will submit a vote on behalf of all such holders.

If you are an Abcam ADS Holder and you wish to vote directly (whether in person or by proxy) at the Court Meeting or the General Meeting, you must elect to become a registered shareholder by surrendering some or all of your Abcam ADSs to the Depositary for cancellation and withdraw the Abcam Shares represented

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by those Abcam ADSs, in accordance with the terms and conditions of the Deposit Agreement, so as to become a registered holder of Abcam Shares prior to the Scheme Voting Record Time. In order to surrender some or all of your Abcam ADSs and withdraw the underlying Abcam Shares if you hold Abcam ADSs indirectly through a broker, bank, trust company or other nominee you should contact your broker, bank, trust company or other nominee to make the necessary arrangements to ensure the necessary processing can be completed in time. Pursuant to the terms of the Deposit Agreement, the Depositary is entitled to receive a cancellation fee of $5.00 per 100 Abcam ADSs cancelled, rounded up to the nearest one hundred Abcam ADSs, from each Abcam ADS Holder who cancels some or all of their Abcam ADSs.

PROPOSALS

At the Court Meeting, Scheme Shareholders will be asked to approve the Scheme, with or subject to any modification, addition or condition which Abcam and Danaher may agree and which the Court may approve or impose, pursuant to which the Scheme Shares will be acquired by the Purchaser or its nominee(s).

At the General Meeting, Abcam Shareholders will be asked to approve a special resolution to authorise the Abcam Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect, and to amend, with effect from the passing of such resolution, the Abcam Articles to ensure that any Abcam Shares issued after the General Meeting will be subject to the Scheme or otherwise transferred to the Purchaser or its nominee(s).

RECOMMENDATION AND VOTING BY ABCAM DIRECTORS

Based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Morgan Stanley and Lazard’s respective written opinions, Morgan Stanley and Lazard advised the Abcam Directors that the Per-Share Consideration to be paid to holders of Scheme Shares in the Transaction was fair, from a financial point of view, to such holders as of the date of such opinions. Morgan Stanley’s and Lazard’s advice to the Abcam Directors is set out in their written opinions, both dated 26 August 2023, attached to this document as ANNEX A and ANNEX B, respectively, and which also set out in full the relevant assumptions and qualifications to such advice.

For the reasons set out in this document, the Abcam Directors believe that the terms of the Transaction, including the terms of the Transaction Agreement, are fair and reasonable and that proceeding with the Transaction is likely to promote the success of Abcam for the benefit of its shareholders, having had regard to the interests of other stakeholders, and unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Abcam Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Abcam Directors intend to do, or to procure, in respect of their own beneficial holdings of Abcam Shares amounting to, in aggregate, 495,129 Abcam Shares representing approximately 0.22 per cent. of the existing issued ordinary share capital of Abcam as at the Latest Practicable Date.

HELPLINES

Abcam Shareholders who have any questions or require any assistance in submitting their proxy appointment, should contact the Company’s registrars, Equiniti, by calling +44 (0) 371 384 2050. Lines are open 8.30 a.m. to 5.30 p.m. (U.K. Time), Monday to Friday, excluding public holidays in England and Wales.

Abcam ADS Holders who have any questions or require any assistance in submitting their voting instructions, should contact the Company’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 or by emailing ABCM@info.morrowsodali.com.

Please note that neither Equiniti nor Morrow Sodali can provide advice on the merits of the Scheme or the Transaction or give any financial, legal, investment or tax advice.

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GENERAL INFORMATION

SOLICITATION OF PROXIES

The Abcam Directors are soliciting your proxy, and Abcam will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation materials to Abcam Shareholders and Abcam ADS Holders.

Abcam has retained Morrow Sodali, a proxy solicitation firm, to assist the Abcam Directors in the solicitation of proxies for the Court Meeting and the General Meeting. Abcam expects to pay Morrow Sodali approximately $25,000 plus an amount to be mutually agreed upon between Abcam and Morrow Sodali based on the time and work involved in the engagement plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the internet by Morrow Sodali or, without additional compensation, by certain Abcam Directors, officers and employees.

EFFECT OF ABSTENTIONS AND BROKER NON-VOTES

An abstention occurs when a shareholder abstains from voting (either in person or by proxy) on one or more of the proposals. Broker non-votes occur when a broker, bank, trust or other nominee returns a proxy but does not have authority to vote on a particular proposal.

In connection with the Court Meeting, abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.

In connection with the General Meeting, abstentions and broker non-votes will be considered in determining the presence of a quorum. However, abstentions and broker non-votes are not considered votes cast and therefore will not have any effect on the outcome of the vote for the purposes of determining whether the Resolution has been approved.

INFORMATION ABOUT PROXIES AND VOTING

Information in relation to the appointment of proxies for and voting at the Abcam Shareholder Meetings is set out in the section titled “ACTION TO BE TAKEN” on page xvii of this document, paragraphs 14 and 18 of Part II (Explanatory Statement) of this document, in the notice of the Court Meeting set out on pages vii to ix of this document (Notice of Court Meeting), in the notes to the notice of the General Meeting set out on pages x to xiv of this document (Notice of General Meeting), and in the instructions printed on the Forms of Proxy.

If you hold Abcam Shares or Abcam ADSs indirectly, you must rely on the procedures of the bank, broker, financial institution, share plan administrator or share plan nominee or other securities intermediary through which you hold Abcam Shares or Abcam ADSs. You should contact such intermediary for further instructions on how you can instruct that intermediary to vote on your behalf at, or provide voting instruction on your behalf in respect of, the Abcam Shareholder Meetings and the date by which you must provide such instructions to the intermediary.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including any Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme at the Court Meeting or against the Resolution at the General Meeting.

NO “APPRAISAL” RIGHTS

No Abcam Shareholders or Abcam ADS Holders will have “appraisal” or “dissenters” rights or otherwise have any right to seek an appraisal of the Abcam Shares.

COMPANY EQUITY PLANS

Participants in the Company Equity Plans should refer to paragraph 8 of Part II (Explanatory Statement) of this document for information relating to the effect of the Transaction on their outstanding rights under the Company Equity Plans.

ABCAM ADS HOLDERS

Abcam ADS Holders should refer to paragraph 14 of Part II (Explanatory Statement) of this document.

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CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE ABCAM SHAREHOLDER MEETINGS AND THE TRANSACTION

The following questions and answers address briefly some questions you may have regarding the Abcam Shareholder Meetings and the proposals to be voted on at the Abcam Shareholder Meetings. These questions and answers may not address all of the questions that may be important to you as an Abcam Shareholder or Abcam ADS Holder. Please refer to the more detailed information contained elsewhere in this document, the annexes to this document and the documents referred to or incorporated by reference in this document, which you should read carefully and in their entirety and which will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Transaction would breach any applicable law, on Abcam’s website, at https://corporate.abcam.com/investors/danaher-abcam, following publication of this document.

The Purchaser will bear all fees, charges and expenses that the Abcam ADS Holders are required to bear under the Deposit Agreement in connection with the Transaction, including the ADS Cancellation and Distribution Fees, and therefore such amounts will not be deducted by the Depositary from the Per-ADS Consideration due to Abcam ADS Holders.

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The Scheme Voting Record Time is 6.30 p.m. on 2 November 2023 or, if the Court Meeting or General Meeting is adjourned, 6.30 p.m. on the day which is two days (excluding non-working days in the United Kingdom) before the day of such adjourned meeting.

If you are a registered holder of Abcam Shares

If you hold Abcam Shares registered in your own name, you are entitled to attend and vote either in person or by appointing another person or persons as your proxy or proxies to attend and vote in your stead. The procedure for appointing such a proxy is set out below.

If you hold Abcam Shares via a broker, bank or other nominee

If you hold your Abcam Shares indirectly through a broker, bank or other nominee, as a matter of English law your name will not be entered in Abcam’s register of members. You will need to contact your broker, bank or other nominee in order to submit your voting instructions for both the Court Meeting and the General Meeting. Providing voting instructions via a broker, bank or other nominee may require the provision of information by a particular deadline, well in advance of the deadline to submit proxies or voting instructions, and therefore you are encouraged to reach out to such broker, bank or other nominee as quickly as possible.

If you wish to vote directly (whether in person or by proxy) (i.e., in your own name) at the Court Meeting or General Meeting, you must complete a stock transfer request form in respect of such Abcam Shares, pay any related U.K. stamp duty, if applicable, and return the completed stock transfer request form and related documentation to Abcam’s receiving agent, Equiniti, prior to the Scheme Voting Record Time. Such holders that wish to vote directly at the Court Meeting or General Meeting should take care to complete and return a stock transfer request form in respect of their Abcam Shares to permit processing to be completed by Equiniti prior to the Scheme Voting Record Time.

If you are a registered holder of Abcam ADSs

Abcam ADS Holders are not entitled to vote directly on the resolutions at the Court Meeting or the General Meeting. Instead, Abcam ADS Holders on the Abcam ADS Register as at the Abcam ADS Voting Record Time will be eligible, subject to the terms and conditions of the Deposit Agreement, to provide the Depositary with voting instructions for the Court Meeting and General Meeting by completing the BLUE ADS Voting Instruction Card as long as those instructions are received no later than 10.00 a.m. (Eastern Time) on 31 October 2023, or if the Court Meeting or general Meeting is adjourned, such later date as may be notified by the Depositary.

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If you hold your Abcam ADSs via a broker, bank or other nominee

If you hold Abcam ADSs indirectly through a broker, bank or other nominee you must rely on the procedures of such broker, bank, or nominee in order to assert the rights of an Abcam ADS Holder to issue voting instructions to the Depositary. If this applies to you, we encourage you to consult your broker, bank or nominee as soon as possible.

Abcam ADS Holders who take such steps (as described below) to cancel their Abcam ADSs and become an Abcam Shareholder before the Scheme Voting Record Time will have the right to attend both of the Abcam Shareholder Meetings (in person or by proxy) and/or, if they are an Abcam Shareholder at the time of the Court Hearing, be represented by counsel to support or oppose the sanctioning of the Scheme at the Court Hearing.

If you are a registered holder of Abcam ADSs

If you are a registered holder of Abcam ADSs, in order to surrender your Abcam ADSs and withdraw the underlying Abcam Shares prior to the Scheme Voting Record Time, you are advised to present your Abcam ADSs (and, to the extent that such Abcam ADSs are certificated, the certificates evidencing such Abcam ADSs) to the Depositary for cancellation as soon as possible (subject to the relevant Abcam ADS Holder’s compliance with the terms of the Deposit Agreement and payment of the Depositary’s fees), together with:

If you hold your Abcam ADSs via a broker, bank or other nominee

If you hold Abcam ADSs indirectly through a broker, bank or other nominee you should promptly contact your broker, bank or nominee to find out what actions are required to cancel the Abcam ADSs. If this applies to you, we encourage you to consult your broker, bank or nominee as soon as possible.

At the General Meeting, Abcam Shareholders will vote on a special resolution to: (i) authorise the Abcam Board to take all necessary action to carry the Scheme into effect; and (ii) amend the Abcam Articles to ensure that any Abcam Shares issued after the Scheme Record Time will be subject to the Scheme or otherwise transferred to the Purchaser or its nominee(s) so that no other person will hold Abcam Shares following the Effective Date.

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In connection with the Court Meeting, there must be a sufficiently large (in the Court’s judgment) number of Scheme Shares included in the vote to fairly represent the opinion of Scheme Shareholders. Abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.

In addition to approval by Scheme Shareholders at the Court Meeting, approval of the Scheme will also require sanction by the Court. In considering whether to sanction the Scheme, the Court will consider whether there has been a sufficiently large (in the Court’s judgment) number of Scheme Shares included in the vote in favour of the Scheme to fairly represent the opinion of Scheme Shareholders, in addition to whether the required majority (as described above), is obtained.

At the General Meeting, the Resolution must be approved by Abcam Shareholders representing at least 75 per cent. of the votes cast.

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company, and Abcam Shares and Abcam ADSs will continue to be registered under the U.S. Exchange Act and the Abcam ADSs will continue to be listed and traded on Nasdaq. In the event that either Abcam or Danaher terminates the Transaction Agreement, Abcam may, in certain circumstances, pay Danaher a termination payment in an amount equal to GBP 45 million or Danaher may, in certain circumstances, pay Abcam a termination payment in an amount equal to GBP 227 million.

If you hold Abcam Shares registered in your own name, you are entitled to attend the General Meeting to vote in person or to appoint another person or persons as your proxy or proxies to attend and vote in your stead, in accordance with the procedures further outlined in this document.

You are strongly encouraged to sign and return the BLUE Form of Proxy for the Court Meeting as soon as possible or, if you hold Abcam Shares in CREST, via a CREST Proxy Instruction. You are also encouraged to sign and return the YELLOW Form of Proxy for the General Meeting at the same time as the BLUE Form of Proxy for the Court Meeting or, if you hold Abcam Shares in CREST, via a CREST Proxy Instruction. Proxy appointments may be submitted electronically by logging on to www.sharevote.co.uk and following the instructions there.

Scheme Shareholders and Abcam Shareholders are advised to ONLY use the BLUE Form of Proxy approved by the Court and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in this document, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

If you hold your Scheme Shares or Abcam Shares through a broker, bank or other nominee you will need to contact your broker, bank or other nominee in order to submit your voting instructions for both the Court Meeting and the General Meeting.

If you are a registered holder of Abcam Shares, you may revoke your proxy at any time before the vote is taken at the Court Meeting or the General Meeting, as applicable, by:

Please note, however, that only your last validly delivered or received proxy will count (regardless of its date or of the date of its execution). If Equiniti is unable to determine which is last delivered or received, none of them shall be treated as valid. Attending the Court Meeting or General Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your Abcam Shares indirectly through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or nominee in order to revoke your proxy or submit new voting instructions. If you hold your Abcam Shares indirectly, you may also revoke a prior proxy by voting in person at the Court Meeting and/or General Meeting if you obtain a Form of Proxy executed in your favour from your broker, bank or other nominee in order to be able to vote in person at such meeting.

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If your Abcam Shares are held by a broker, bank or other nominee, you will need to contact your broker, bank or other nominee in order to confirm the answer to this question. However, if you do not instruct your broker, bank or other nominee how to vote your Abcam Shares, your Abcam Shares will not be counted for purposes of calculating the proportion of votes “For” and “Against” at the Abcam Shareholder Meetings. Broker non-votes will be considered in determining the presence of quorum at the General Meeting.

There is a “Vote Withheld” option to enable you to abstain from voting on the Resolution at the General Meeting. A “Vote Withheld” will count towards quorum at the General Meeting, however a “Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” the Resolution at the General Meeting.

If you are a registered holder of Abcam ADSs on the Abcam ADS Register as at the Abcam ADS Voting Record Time, the Depositary will send you a copy of the Depositary Notice and a BLUE ADS Voting Instruction Card. Such Abcam ADS Holders will have the right to instruct the Depositary, subject to the terms and conditions set forth in the Deposit Agreement, by completing the BLUE ADS Voting Instruction Card as long as those instructions are received by no later than 10.00 a.m. (Eastern Time) on 31 October 2023, or if the Court Meeting or General Meeting is adjourned, such later date as may be notified by the Depositary.

If you hold Abcam ADSs indirectly through a broker, bank or other nominee you must rely on the procedures of such broker, bank, or nominee in order to assert the rights of an Abcam ADS Holder to issue voting instructions to the Depositary. If this applies to you, we encourage you to consult your broker, bank or nominee as soon as possible.

Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

In order to receive the Consideration of USD 24.00 per Scheme Share, you must hold your Scheme Shares at 6.00 p.m. (U.K. Time) on the Business Day immediately prior to the Effective Date, being the “Scheme Record Time”. Consequently, if you transfer your shares before the Scheme Record Time, you will have transferred your right to receive the Consideration.

The Scheme Voting Record Time, which determines the Abcam Shareholders entitled to vote at the Abcam Shareholder Meetings, is 6.30 p.m. on 2 November 2023 or, if the Court Meeting or General

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Meeting is adjourned, 6.30 p.m. on the day which is two days (excluding non-working days in the United Kingdom) before the day of such adjourned meeting. If you transfer your Scheme Shares after the Scheme Voting Record Time but prior to the Scheme Record Time, you will retain any rights you hold to vote at the Abcam Shareholder Meetings but not the right to receive the Consideration.

If you are an Abcam ADS Holder

If you are an Abcam ADS Holder, in order to receive the Consideration to which you are entitled in relation to any Abcam ADS, you must surrender your Abcam ADS to the Depositary after the Effective Date. Consequently, if you transfer your Abcam ADSs on or before the Effective Date, you will not be able to present your Abcam ADSs to the Depositary to receive any Consideration in relation thereto.

The Abcam ADS Voting Record Time, which determines the Abcam ADS Holders entitled to instruct the Depositary how to vote Abcam Shares represented by Abcam ADSs at the Abcam Shareholder Meetings, is 5.00 p.m. (Eastern Time) on 2 October 2023. If you transfer your Abcam ADSs after the Abcam ADS Voting Record Time but prior to the Effective Date, you will retain any rights you hold to submit voting instructions to the Depositary in respect of the Abcam Shareholder Meetings but not the right to receive any Consideration in respect of such Abcam ADSs.

There is no requirement for registered Abcam Shareholders to take any action with regard to their share certificates. Share certificates in respect of Abcam Shares will cease to be valid upon the Scheme becoming Effective.

If you are an Abcam ADS Holder who holds your Abcam ADSs in certificated form you will, after the Effective Date, receive a letter of transmittal from the Depositary with an explanation on how to surrender the Abcam ADSs to the Depositary. Such Abcam ADS Holders must complete, sign and return the letter of transmittal, together with their Abcam ADS certificates, to receive any Consideration to which they are entitled.

If you are an Abcam ADS Holder who holds your Abcam ADSs in uncertificated form, you will automatically receive any Consideration to which you are entitled and do not need to take any further action (unless your broker, bank or other nominee advises that further action is necessary).

If your Abcam Shares or Abcam ADSs are held on your behalf by a broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take in order to receive the Consideration in respect of such Abcam Shares or Abcam ADSs.

Abcam ADS Holders who have any questions or require any assistance in submitting their voting instructions, should contact the Company’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 or by emailing ABCM@info.morrowsodali.com.

Please note that neither Equiniti nor Morrow Sodali can provide advice on the merits of the Scheme or the Transaction or give any financial, legal, investment or tax advice.

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PART I

LETTER FROM THE CHAIRMAN OF ABCAM PLC

(incorporated in England and Wales with registered number 03509322)

5 October 2023

To all Abcam Shareholders and, for information only, to Abcam ADS Holders, participants in the Company Equity Plans and persons with information rights

Dear Shareholder,

RECOMMENDED ACQUISITION

of

ABCAM PLC

by

DIADEM HOLDCO LIMITED

a wholly owned indirect subsidiary of

DANAHER CORPORATION

On 26 August 2023, Abcam entered into a definitive agreement pursuant to which the Purchaser, which is a wholly owned indirect subsidiary of Danaher, agreed to acquire (or to procure that its nominee(s) acquire) the entire issued and to be issued share capital of Abcam not already owned by the Danaher Group. Further information on Danaher and the Purchaser is set out in paragraph 6 of Part II (Explanatory Statement) of this document.

I am writing to you on behalf of the Abcam Board to explain the background to and terms of the Transaction, to encourage you to vote at the Abcam Shareholder Meetings to be held on 6 November 2023 in connection with the Transaction, and to explain why the Abcam Board is unanimously recommending that Abcam Shareholders vote in favour of the resolutions to be put to the Abcam Shareholder Meetings.

The Transaction is to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, which requires the approval of Scheme Shareholders at the Court Meeting, the passing of the Resolution at the General Meeting and the sanction of the Court.

In accordance with the terms of the Transaction, which is subject to the Conditions and further terms set out in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

for each Scheme Share, USD 24.00 in cash

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The terms of the Transaction:

The Scheme Shares will be acquired by the Purchaser or its nominee(s) with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever (other than transfer restrictions arising under applicable securities laws) and together with all rights existing at the Effective Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Scheme Shares.

The Transaction remains subject to the Conditions and further terms set out in full in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document. The Conditions include the receipt of any necessary approval from antitrust authorities in the United States, China, Germany and Austria. The Conditions also include, among other things:

At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, it is currently expected that the Transaction will become Effective during the first half of 2024.

Abcam offers the global scientific community highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research, and diagnostics.

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Based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Morgan Stanley and Lazard’s respective written opinions, Morgan Stanley and Lazard advised the Abcam Directors that the Per-Share Consideration to be paid to holders of Scheme Shares in the Transaction was fair, from a financial point of view, to such holders as of the date of such opinions. Morgan Stanley’s and Lazard’s advice to the Abcam Directors is set out in their written opinions, both dated 26 August 2023, attached to this document as ANNEX A and ANNEX B, respectively, and which also set out in full the relevant assumptions and qualifications to such advice.

For the reasons set out in this document, the Abcam Directors believe that the terms of the Transaction, including the terms of the Transaction Agreement, are fair and reasonable and that proceeding with the Transaction is likely to promote the success of Abcam for the benefit of its shareholders, having had regard to the interests of other stakeholders, and unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Abcam Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Abcam Directors intend to do, or to procure, in respect of their own beneficial holdings of Abcam Shares amounting to, in aggregate, 495,129 Abcam Shares representing approximately 0.22 per cent. of the existing issued ordinary share capital of Abcam as at the Latest Practicable Date.

The Transaction reflects the culmination of a rigorous competitive sale process conducted by the Abcam Board as part of the Strategic Review that was publicly announced on 23 June 2023, with the support and advice of Morgan Stanley, Lazard, and Latham & Watkins. The sale process involved engagement with 33 potential buyers, representing an extensive list of parties in the United States, Europe and Asia with the sector expertise and financial strength to execute a transaction of this size and nature. Through the sale process, the Abcam Board worked to improve the financial terms of the Transaction before ultimately accepting the highest offer of USD 24.00 per Scheme Share, representing a significant (39 per cent.) premium to the undisturbed Closing Price per Abcam ADS of USD 17.23 on 16 May 2023, the last full trading date prior to the issuance of the press release by the Company’s founder stating his intention to call an extraordinary general meeting of Abcam Shareholders.

What follows is a summary of the material events that led to the execution of the Transaction Agreement. This summary focuses on material events and milestones and does not purport to catalogue every conversation among the Abcam Board, members of Abcam senior management or Abcam’s advisers and other parties, including Morgan Stanley and Lazard, who were already retained as financial advisers to Abcam on other matters. The names of certain parties have been anonymised in accordance with the Company’s confidentiality obligations.

On 28 April 2023, Jonathan Milner, Peter Allen (Non-Executive Chairman of Abcam), Alan Hirzel (Chief Executive Officer of Abcam), Michael Baldock (Chief Financial Officer of Abcam) and certain members of the Company’s management team had a meeting during which Jonathan Milner formally requested to be appointed to the Abcam Board as a Non-Executive Director. Jonathan Milner left the meeting abruptly when it was explained to him that the Company would need to follow its proper governance procedures for considering and approving the appointment of someone to the Abcam Board to enable the Abcam Directors to fulfil their statutory duties.

On 28 April 2023, following the meeting with Jonathan Milner, a meeting of the Abcam Board was held at which it was resolved that, in accordance with the Company’s governance processes, meetings would be arranged between Jonathan Milner and the current Non-Executive Directors so that they could properly and duly consider Jonathan Milner’s request to be appointed to the Abcam Board. The Company sent a letter to

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Jonathan Milner proposing that he meet with the Non-Executive Directors so that they could consider his appointment. The letter was followed by a call on the evening of 28 April 2023 between Mara Aspinall, a Non-Executive Director, and Jonathan Milner during which he agreed to meet with the Non-Executive Directors.

During the 10 days following 28 April 2023, each of the current Non-Executive Directors, who are based across the UK, US and China, made themselves available to meet with Jonathan Milner as part of the Abcam Board’s process to properly and duly consider the appointment of a new director to the Abcam Board.

On 1 May 2023, whilst the Abcam Board was still actively considering Jonathan Milner’s request as above, Jonathan Milner notified the SEC in a Schedule 13D filing of his intention to become more actively involved in the affairs of Abcam and to engage with Abcam regarding its governance, performance and direction. A meeting of the Abcam Board was held on the same day at which it was resolved that the Abcam Board would continue to engage constructively with Jonathan Milner regarding his request to be appointed to the Abcam Board as a Non-Executive Director, notwithstanding the filing of the Schedule 13D.

On 4 May 2023, Jonathan Milner met with certain Non-Executive Directors of Abcam and received a tour of Abcam’s facility in Waltham, Massachusetts by Alan Hirzel. Jonathan Milner also requested to meet with other members of Abcam’s executive leadership team, which was deemed inappropriate at that point in the process.

Between 1 May 2023 and 16 May 2023, the Company received a series of letters and emails from Jonathan Milner and his legal advisers expressing frustration at the due and proper processes that the Abcam Board was following in order to consider his proposed appointment and raising the possibility that Jonathan Milner may seek to requisition a general meeting of the Company. Each of these were duly responded to by the Company or its outside legal counsel, Latham & Watkins, as appropriate.

At 10.00 a.m. (U.K. Time) on 17 May 2023, there was a meeting of the Abcam Board to consider whether to approve the requested appointment of Jonathan Milner to the Abcam Board. Following the recommendation of the Company’s nomination committee, the Abcam Board unanimously resolved to proceed with the appointment of Jonathan Milner to the Abcam Board as a Non-Executive Director as he had requested. Such appointment would be subject to and conditional on reaching agreement on a customary form of settlement agreement.

At 12.15 p.m. (U.K. Time) on 17 May 2023, Peter Allen and Giles Kerr (Senior Independent Non-Executive Director of the Company) called Jonathan Milner in order to confirm that the Abcam Board had approved his appointment as a Non-Executive Director as he had requested, subject to Jonathan Milner entering into a customary form of settlement agreement. Jonathan Milner immediately rejected this proposal and instead demanded to be appointed as both a Director and Executive Chairman of the Company and that Peter Allen step down as Non-Executive Chairman of the Company. No detail or explanation whatsoever was given by Jonathan Milner in respect of this sudden change in his demands or indeed what the role of Executive Chairman would fulfil. At 2.00 p.m. (U.K. Time) on 17 May 2023, a press story was released by Bloomberg stating that Jonathan Milner was taking steps to call a general meeting of the Company to seek to approve his appointment as Executive Chairman and seek to remove Peter Allen as Non-Executive Chairman of the Company.

On 22 May 2023, an Abcam Board meeting was held to consider Jonathan Milner’s request to be appointed as Executive Chairman. After careful consideration, it was resolved that it was not in the best interests of the Company and its shareholders to appoint Jonathan Milner as Executive Chairman and that Mara Aspinall and Mark Capone, who are both Non-Executive Directors, would explain this to Jonathan Milner and reiterate the offer to appoint Jonathan Milner to the Abcam Board as a Non-Executive Director as he had originally requested. Mara Aspinall and Mark Capone called Jonathan Milner on 23 May 2023 and conveyed that message which was followed by an email from Mara Aspinall to Jonathan Milner on 24 May 2023 setting out the proposed terms on which he would be appointed to the Abcam Board as a Non-Executive Director.

On 25 May 2023, Mara Aspinall and Mark Capone had a further call with Jonathan Milner during which he rejected the proposed terms set out by the Company and reiterated that he would seek to convene a general meeting of the Company if the Abcam Board did not agree to appoint him as Executive Chairman.

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On 30 May 2023, having complied with the relevant statutory requirements, Jonathan Milner sent a letter to the Company to requisition a general meeting of the Company under the Companies Act. Jonathan Milner proposed resolutions to be considered at the requisitioned general meeting which, among other things, sought to appoint him as a director of the Company and Executive Chairman of the Abcam Board and to remove three directors from the Abcam Board, including the current Non-Executive Chairman, the Chair of the Remuneration Committee and Chief Financial Officer.

On 16 June 2023, the Company published a shareholder circular convening the general meeting that had been requisitioned by Jonathan Milner, to be held at 2.00 p.m. (U.K. Time) on 12 July 2023.

Receipt of strategic enquiries and initial outreach to potential buyers

On 29 April 2023, the Chief Executive Officer of a major multinational life sciences company (“Party A”) contacted Alan Hirzel in follow up from previous strategic collaboration discussions to suggest that Alan meet with other senior executives on his team at an industry conference meeting to be held on 1 May 2023 organised by the Analytical, Life Science and Diagnostics Associations (“ALDA”). Discussions with that team were arranged for 1 May 2023.

On 1 May 2023, Alan Hirzel, a board member of ALDA, attended the ALDA industry conference in Boston, MA. Multiple Chief Executives attending that meeting expressed interest in the Company and discussed further strategic collaboration. Several noted Jonathan Milner’s 13D filing that morning, including Rainer Blair, Chief Executive Officer of Danaher, and certain executives from Party A.

On 20 May 2023, Peter Allen received a call from Rainer Blair, the Chief Executive Officer of Danaher, expressing an interest in potentially making an offer to acquire Abcam. This initial discussion was followed by a meeting on 22 May 2023 between Peter Allen and Rainer Blair during which the strategic logic of a combination between Abcam and Danaher was discussed.

On 24 May 2023, Danaher’s financial adviser, Barclays, first contacted Morgan Stanley and Lazard regarding Abcam’s public guidance.

On 1 June 2023, Peter Allen received a call from Rainer Blair who indicated that Barclays and Danaher had prepared an analysis of certain of Abcam’s publicly reported financial information, including a conversion of such financial information from IFRS to US GAAP, and that Barclays would be sharing that analysis with Morgan Stanley and Lazard for discussion. Barclays subsequently reached out to Morgan Stanley and Lazard requesting a call regarding Abcam’s public guidance and Barclays’ analysis of Abcam’s publicly reported financial information in an effort to understand the translation of Abcam’s financial information to the basis on which Danaher reports in USD denominated U.S. GAAP.

On 6 June 2023, there was a call between Barclays, Morgan Stanley and Lazard regarding Abcam’s public guidance and Barclays’ analysis of Abcam’s publicly reported financial information.

On 6 June 2023, a senior executive of a different major medtech and life sciences company (“Party B”) contacted Alan Hirzel proposing a meeting with their Chief Executive Officer to discuss Abcam’s strategic plans. A meeting was subsequently scheduled at the offices of Party B for 22 June 2023.

On 8 June 2023, Danaher sent a letter to Abcam setting out an indicative offer to acquire the Company at a price of USD 20.50 per Abcam Share, which was based on the information known to Danaher at that time. On 9 June 2023, there was a call between Peter Allen, Alan Hirzel, Michael Baldock, members of the Company’s management team and representatives from Morgan Stanley, Lazard and Latham & Watkins at which the indicative offer was discussed.

On 13 June 2023, there was a meeting of the Abcam Board at which the indicative offer from Danaher was considered. Representatives of Morgan Stanley, Lazard and Latham & Watkins also attended the meeting. After thorough consideration of the indicative offer, the Abcam Board resolved to respond to Danaher that the proposed offer price of USD 20.50 per Abcam Share undervalued the Company, and offer to provide further information to Danaher to demonstrate why Danaher’s offer undervalued the Company.

On 13 June 2023, Peter Allen contacted Rainer Blair to inform him that Danaher’s proposed offer price of USD 20.50 per Abcam Share undervalued the Company but indicating that a further discussion with Abcam’s management could be arranged in order to demonstrate why Danaher’s offer undervalued the Company, in accordance with the decision of the Abcam Board from earlier that day.

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On 14 June 2023, a call took place between Alan Hirzel, Michael Baldock and other members of Abcam’s management team and certain members of Danaher’s management team to discuss a list of commercial diligence questions that had been provided by Danaher. The representatives from Abcam provided detailed answers to the questions based on information previously publicly reported by Abcam. Danaher was informed that, based on the level of detail discussed on the call, they may now consider themselves to be in possession of material non-public information relating to Abcam.

In the period up to 16 June 2023, Abcam and its advisers had also received inbound inquiries from a number of private equity investors.

On 16 June 2023, a senior executive of Party A contacted Morgan Stanley to say they had seen the recent media reports regarding the activist campaign brought against the Company and they expressed their interest in acquiring Abcam.

On 16 June 2023, Abcam received a further letter from Danaher setting out an improved indicative offer to acquire the Company at a price of USD 21.50 per Abcam Share. There was a call between Morgan Stanley, Lazard and Barclays where Barclays provided additional colour on the rationale for their revised proposal and that they expected a response from Abcam by 19 June 2023.

On 16 June 2023, a meeting of the Abcam Board was held to consider the improved indicative offer received from Danaher. Representatives of Morgan Stanley, Lazard and Latham & Watkins also attended the meeting. It was resolved that it would be communicated to Danaher that the revised indicative offer was not at a price that the Abcam Board would be able to recommend to Abcam Shareholders but that the Company would be prepared to constructively engage with Danaher by making materials available to it in the coming weeks, subject to Danaher entering into an appropriate confidentiality agreement with the Company. It was also resolved that Alan Hirzel would respond to any further enquiries from interested parties by stating that the Abcam Board would be willing to consider offers in accordance with its fiduciary duties and that any information that is made available to Danaher should also be made available to any such interested party that submits an offer of sufficient value, subject to an appropriate confidentiality agreement being entered into between the Company and such party. It was further resolved that Morgan Stanley and Lazard should contact other potentially interested parties to assess the level of interest in Abcam.

On 19 June 2023, there was a call between Morgan Stanley, Lazard and Barclays at which Barclays was informed that the revised offer had been considered by the Abcam Board but that it was not at a price that the Abcam Board would be able to recommend to Abcam Shareholders. Morgan Stanley and Lazard explained that the Abcam Board was however willing to help Danaher find more value but required additional time to prepare the relevant diligence information given the ongoing activist campaign, and that it would work on getting a confidentiality agreement in place in order to make a management presentation and data room available to Danaher.

On 19 June 2023, Alan Hirzel contacted the Chief Executive Officer and certain other senior executives of Party A to inform them that the Company’s advisers would follow up to arrange a meeting to further explore strategic interest in the Company.

On 20 June 2023, Morgan Stanley and Lazard began approaching other major multinational life sciences companies who were viewed as the most likely acquirers of Abcam, including another multinational life sciences company (“Party C”) and global large cap private equity investors potentially interested in a strategic combination with Abcam.

On 22 June 2023, Alan Hirzel and Michael Baldock met with the Chief Executive Officer and certain other senior executives of Party B. At that meeting, certain aspects of Abcam’s strategic plans were discussed and representatives from Party B set out why they felt that Party B would be a “good home” for Abcam if a strategic combination were to occur between Party B and Abcam.

Every party approached by Morgan Stanley and/or Lazard or who had otherwise expressed an interest in acquiring Abcam was included in the subsequent sale process.

Announcement of Strategic Review

During the course of the activism campaign brought against the Company by Jonathan Milner, members of the Abcam Board and management team engaged extensively with shareholders of the Company. During the course of that engagement, a number of the Company’s largest shareholders indicated that they would like the Abcam Board to explore strategic alternatives for the Company.

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In the two weeks leading up to 23 June 2023, Peter Allen, Mara Aspinall, Sally Crawford, Alan Hirzel and Michael Baldock met with most of Abcam’s top 20 shareholders, including a meeting held on 22 June 2023 with Starboard Value Fund, a new activist shareholder who (as reported in the media on 10 June 2023) had acquired a material interest in Abcam. During these meetings, shareholders expressed a clear desire for Abcam to commence a sale process.

On 23 June 2023, a meeting of the Abcam Board was held. Following the engagement with Abcam shareholders, the indicative offers received from Danaher, the approaches received from Party B and Party A, and the ongoing approaches to other potentially interested parties being made by Morgan Stanley and Lazard, it was unanimously resolved by the Abcam Directors present to initiate a process to explore strategic alternatives for the Company and evaluate a range of options to maximise shareholder value, including the potential sale of the Company (the “Strategic Review”). It was further resolved that, as part of the Strategic Review, the initial outreach to potential buyers for Abcam and discussions with Danaher should be formalised into a competitive sale process.

At the meeting of the Abcam Board on 23 June 2023, it was also resolved that a sub-committee should be formed in connection with the Strategic Review and it was composed of five Abcam Directors, Alan Hirzel, Michael Baldock, Mara Aspinall, Mark Capone and Luba Greenwood, a majority of whom were Non- Executive Directors (the “Board Sub-Committee”). The Board Sub-Committee comprised of a group of directors with significant M&A experience and industry knowledge, who met at regular weekly intervals, and on an ad hoc basis as required, in order to consider the Strategic Review alternatives and oversee the competitive sale process. The Abcam Board engaged Lazard and Morgan Stanley as financial advisers, and Latham & Watkins as legal adviser, specifically in connection with the Strategic Review and representatives attended each meeting of the Board Sub-Committee.

The Strategic Review was publicly announced by the Company on 23 June 2023.

On 26 June 2023, Abcam filed publicly with the SEC a Form 6-K in order to provide all interested parties with updated financial guidance for the fiscal years ending 2023 and 2024.

Suspension of the activist campaign

On 26 June 2023, Jonathan Milner issued a press release stating that he had decided to temporarily suspend his solicitation campaign to allow time for the Abcam Board to focus on pursuing its Strategic Review. The press release stated that Jonathan Milner would re-assess in Autumn 2023 whether he felt it was necessary to requisition another general meeting.

On 28 June 2023, Jonathan Milner entered into an undertaking withdrawing his notice requisitioning a general meeting and agreeing to suspend his solicitation campaign in respect of such general meeting. That same day, the Company announced the undertaking received from Jonathan Milner.

On 12 July 2023, at the requisitioned general meeting, the resolutions proposed by Jonathan Milner were formally withdrawn and were not put to a vote.

Round I of the sale process

During the first round of the sale process, Morgan Stanley and Lazard approached, or were approached by, 33 potential buyers for Abcam. This included 21 corporates and 12 sponsors, representing an extensive list of parties in the United States, Europe and Asia who had the sector expertise and financial strength to execute a transaction of this size and nature. Potential buyers who were interested in making an offer (other than Danaher who had already submitted its indicative offer letter) received a set of instructions sent by Morgan Stanley and Lazard requesting that they submit an indicative offer letter by 13 July 2023. Such potential buyers and Danaher were invited to conduct due diligence based on publicly available information and Q&A meetings with members of Abcam’s management team. Abcam’s financial advisers also provided the potential buyers with an IFRS to U.S. GAAP financial reconciliation on 7 July 2023.

A one-hour video conference question and answer session with the Chief Executive Officer, Chief Financial Officer and other representatives of Abcam based on non-confidential information was offered to all potential buyers ahead of submissions of an indicative offer. 10 potential buyers opted to hold such video conferences, including Party A, Party B and Party C. The Q&A session was not offered to Danaher because Danaher and its financial adviser, Barclays, had been given the opportunity to engage with the Company’s management and its financial advisers in June 2023.

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During the first round of the sale process, the top six Abcam Shareholders, including Jonathan Milner, were approached and were offered the opportunity to speak to the Abcam Board to express their views on the Strategic Review and the potential sale of Abcam. Three of these Abcam Shareholders, including Jonathan Milner, accepted that offer and met with the Abcam Board. During this period, members of Abcam’s management team also contacted the remainder of the top 30 Abcam Shareholders in order to engage with them regarding the Strategic Review. During these interactions, shareholders offered a range of views regarding the price per share at which a potential sale of Abcam may be transacted and the Strategic Review process.

On 26 June 2023, Abcam instructed Latham & Watkins to conduct an initial review to identify potential antitrust and regulatory filings required in connection with a combination with Danaher, Party A, Party B and Party C. These four parties were seen as the most likely to present an offer on executable terms. Latham & Watkins worked with Abcam’s management team to develop this analysis. The outcome of this analysis was that a transaction was possible with all these potential corporate buyers and that Danaher presented a robust and favourable outcome from a strategic fit and an antitrust perspective.

On 10 July 2023, Party C stated that they would not continue to participate or make an indicative offer due to the “public dynamics” of the process. However, representatives from Party C noted that a combination between Party C and Abcam had a clear appeal and that they may be open to further discussions if the Strategic Review did not result in the sale of Abcam.

On 13 July 2023, indicative offer letters received were received from three potential buyers including Party B, in addition to Danaher’s indicative offer letter received on 16 June 2023. Two financial sponsors offered between USD 19.00 and 21.00 per Abcam Share and Party B offered USD 23.00 per Abcam Share.

On 17 July 2023, the Abcam Board met to consider the indicative offer letters received. Representatives from Morgan Stanley, Lazard and Latham & Watkins attended the Abcam Board meeting, and Morgan Stanley and Lazard advised the Abcam Board on the financial terms of each of the indicative offers. After careful consideration of each of the indicative offers, the Abcam Board unanimously resolved to take Danaher and Party B, the two potential buyers who had offered a price in excess of USD 21.00 per Abcam Share, through to the next round of the sale process. The other two potential buyers were informed that they would not progress to the next round of the sale process on the basis that their respective offers were not competitive at their bid range. Morgan Stanley and Lazard communicated these messages to the potential buyers on behalf of Abcam on 17 and 18 July 2023.

On 21 July 2023, Party A stated that they would not continue to participate in the sale process or make an indicative offer. Party A stated that this was because they did not feel they would be able to submit a competitive bid.

Round II of the sale process

During the second round of the sale process, following the execution of a confidentiality agreement by each of Danaher and Party B, which were on materially similar terms, representatives of Danaher and Party B were granted access to a virtual data room containing due diligence materials on 21 July 2023. Morgan Stanley and Lazard also invited each of Danaher and Party B to a presentation by Abcam’s executive leadership team (the “Management Presentation”) and due diligence sessions with key members of Abcam’s leadership team (the “Expert Sessions”).

The Management Presentation was delivered in Boston, Massachusetts, to Danaher and Party B on 26 and 27 July 2023, respectively. At each Management Presentation, Alan Hirzel, Michael Baldock and other members of Abcam’s executive leadership team presented information relating to Abcam’s business, operations and financial performance to senior executives from Danaher or Party B, as applicable.

During the weeks commencing 31 July and 10 August 2023, Expert Sessions were held in person and remotely via video call covering topics including, but not limited to, strategy, research and development, intellectual property, finance, tax, human resources and legal. Each Expert Session was attended by appropriate members of Abcam’s management team and/or subject matter experts and were attended by representatives of Danaher or Party B, as applicable. Questions and topics for discussion were submitted by Danaher or Party B in advance which were addressed at the relevant Expert Sessions.

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On 1 August 2023, Danaher and Party B were sent a process letter from Morgan Stanley and Lazard requesting that they deliver a mark-up of the Company’s proposed form of transaction agreement on or before 16 August 2023, followed by a definitive written offer letter by no later than 5.00 p.m. (U.K. Time) on 23 August 2023 setting out the full terms of their offer.

Danaher and Party B submitted their mark-ups of the form of transaction agreement via their outside legal counsel on 15 August 2023 and 17 August 2023, respectively. Latham & Watkins reviewed and advised Abcam’s management team and the Board Sub-Committee on the mark-ups.

Party B’s mark-up included more significant carve outs to the provisions requiring the buyer to accept any remedies that may be imposed by antitrust regulators, more prescriptive requirements and restrictions on Abcam in respect of the implementation of the transaction, and broader triggers for the termination payment payable by the Company in certain circumstances.

On 16 August 2023, representatives of Latham & Watkins had a call with Danaher’s outside legal counsel to clarify certain aspects of their mark-up of the draft transaction agreement and explain certain areas where Abcam expected their mark-up to be improved. This included: (i) Abcam’s expectation of a reverse termination payment payable in the event that the transaction agreement is terminated due to antitrust issues; (ii) the need for robust provisions requiring the buyer to accept any remedies that may be imposed by antitrust regulators; and (iii) the fact that in accordance with their mark-up Abcam ADS Holders would pay all cancellation and distribution fees under the Deposit Agreement following closing thus reducing the effective offer price received by Abcam ADS Holders.

On 16 August 2023, Jonathan Milner published an open letter to the Abcam Board noting that it had been two months since the announcement of the Strategic Review and requesting an “investor update” on the Strategic Review by no later than 31 August 2023 and indicating that if an update were not given, he would be restarting his activism campaign. During this period, Jonathan Milner also contacted members of the Abcam Board on multiple occasions requesting material non-public information regarding the Strategic Review. Consistent with their fiduciary duties and confidentiality obligations, the Abcam Board did not provide any such information to Jonathan Milner.

On 18 August 2023, a representative of Party C indicated to Michael Baldock that Party C may be willing to re-engage in the Strategic Review. A form of confidentiality agreement was sent to Party C and it was invited to make an indicative offer that the Abcam Board could consider. Further calls occurred in the week of 21 August 2023 where Party C continued to discuss whether they may be willing to re-engage in the Strategic Review.

On 21 August 2023, representatives of Latham & Watkins also had a call with Party B’s outside legal counsel to clarify certain aspects of their mark-up of the transaction agreement and explain certain areas where Abcam expected their mark-up to be improved. This included: (i) the need for robust provisions requiring the buyer to accept any remedies that may be imposed by antitrust regulators; (ii) the excessive requirements and restrictions on Abcam in respect of the implementation of the transaction; (iii) the broader triggers for the termination payment payable by the Company in certain circumstances and the fact that their proposed quantum of the termination payment was so excessive as to amount to unlawful financial assistance under English law; and (iv) the deletion of the ability for the Abcam Board to withdraw its recommendation or terminate the transaction agreement if it determined in good faith that, due to an unforeseen intervening event, failing to take such action would be inconsistent with the Abcam Board’s fiduciary duties.

On 22 August 2023, Danaher’s outside legal counsel delivered a further improved mark-up of the transaction agreement, including a commitment from Danaher to pay all cancellation and distribution fees that would otherwise be payable by Abcam ADS Holders under the Deposit Agreement.

On 23 August 2023, a definitive offer letter was received from Danaher at an offer price of USD 24.00 per Abcam Share, representing an increase of (i) USD 2.50 per Abcam Share compared to their improved indicative offer price on 16 June 2023, and (ii) USD 3.50 per Abcam Share compared to their original indicative offer price on 8 June 2023. A definitive offer letter was also received from Party B at an offer price of USD 22.50 per Abcam Share, which represented a decrease of USD 0.50 per Abcam Share compared to their indicative offer price.

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On 24 August 2023, a Board Sub-Committee meeting was held, at which representatives of Morgan Stanley, Lazard and Latham & Watkins presented the financial and legal terms of the definitive offers received. The Board Sub-Committee unanimously resolved that Danaher and Party B should be requested to submit a best and final offer by 8.30 a.m. (Eastern Time) on 25 August 2023. Morgan Stanley and Lazard conveyed that message to Danaher and Party B and also encouraged each party to consider increasing the value of their bid as part of their best and final offer submission. Each of Danaher and Party B were informed of the remaining key issues identified in their respective mark-ups of the transaction agreement and were requested to amend their positions to reflect those requested by the Company.

On 25 August 2023, Party B verbally confirmed that their best and final offer value was USD 22.50 per Abcam Share and Danaher submitted a written best and final offer letter maintaining their price of USD 24.00 per Abcam Share. No formal response to the requests on the transaction agreement was received from Party B. Danaher’s outside legal counsel provided a further revised mark-up of the transaction agreement. This included a reverse termination payment of £227 million payable by Danaher to the Company in the event that the Transaction Agreement is terminated due to the Identified Clearances not being received by the Long Stop Date or a court or other Governmental Authority of competent jurisdiction issuing a final, non-appealable order arising under antitrust or competition laws that permanently enjoins, prevents or prohibits the Transaction provided that, in each case, all other Conditions were satisfied or waived at the time of termination (other than (A) those Conditions that by their terms are to be satisfied by actions taken on the Effective Date but were capable of being satisfied if the Transaction were to be consummated on the date of termination, and (B) the Conditions relating to the obtainment of the antitrust clearances from the relevant Governmental Authorities in the United States, China, Germany and Austria or no order arising under antitrust or competition law having been issued by a Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Transaction).

On 25 August 2023, a representative of Party C definitively confirmed to Michael Baldock that they would not be in a position to make an indicative offer at that time. Party C had not sought to negotiate or sign the form of confidentiality agreement previously provided.

Negotiation of a definitive transaction agreement

At 2.30 p.m. (U.K. Time) on 25 August 2023, a meeting of the Abcam Board was held. At the board meeting, representatives of Morgan Stanley, Lazard and Latham & Watkins presented the financial and legal terms of the definitive offers received from Danaher and Party B, noting that the offer prices had been confirmed as best and final. It was also noted that Danaher’s offer envisaged a transaction agreement being finalised and signed by 5.00 p.m. (Eastern Time) on 25 August 2023 and announced before markets opened in New York on 28 August 2023, which the Abcam Board concluded was a reasonable basis on which to proceed given the constructive position that Danaher had taken in their further revised mark-up of the transaction agreement. After careful consideration of the financial and legal terms, the Abcam Board unanimously resolved to enter into exclusive discussions with Danaher with a view to negotiating and agreeing the definitive terms of a transaction agreement, and an exclusivity letter was entered into between Abcam and Danaher. Danaher’s offer price of USD 24.00 per Abcam Share was the highest received at any point in the process, representing a premium of 39 per cent. to the Closing Price per Abcam ADS of USD 17.23 on 16 May 2023 (being the undisturbed share price prior to the issuance of the press release by the Company’s founder stating his intention to call an extraordinary general meeting of Abcam Shareholders).

At 3.30 p.m. (U.K. Time) on 25 August 2023, the Remuneration Committee met to discuss the treatment of Awards under the Company Equity Plans.

Following the meeting of the Abcam Board and the subsequent meeting of the Remuneration Committee on 25 August 2023, representatives of Latham & Watkins and Danaher’s external legal counsel negotiated and finalised the form of transaction agreement and other transaction documents.

Following the Abcam Board’s approval of the offer price of USD 24.00 per Scheme Share and the other material terms of the Transaction, and in parallel with the final negotiation of the transaction agreement, representatives of the Remuneration Committee and Danaher discussed and agreed the treatment of Awards under the Company Equity Plans in the context of the Transaction. The Company proposed, and Danaher agreed, that Awards would be treated in accordance with the rules of the applicable Company Equity Plan. In order to promote the retention of certain senior Abcam employees (including the Executive Officers) it was agreed that, as soon as reasonably practicable after the Effective Date, the Purchaser will grant a new performance based bonus (the “PGIP Bonus”) to each participant in the PGIP who is an Abcam employee

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on the date the PGIP Bonus is granted. Insofar as is possible, the aggregate value of (i) the consideration payable with respect to Abcam Shares subject to the portion of a participant’s PGIP Award that vests in connection with the Transaction (including the value of any PGIP Top-Up award awarded to the participant), plus (ii) their PGIP Bonus payable after the 2024 performance period, is designed to result in total PGIP-related entitlements for each participant that are substantially the same as those that would have been received by each participant had the Transaction not occurred (based on the offer price of USD 24.00 per Scheme Share and all else being equal), ensuring a continued link to Abcam’s 2024 performance, rather than operating as an incremental award above and beyond a participant’s existing entitlements under the PGIP.

The arrangements regarding the PGIP Bonuses are further described in paragraph 8 of Part II (Explanatory Statement) of this document.

At 12.00 p.m. (U.K. Time) on 26 August 2023, a further meeting of the Abcam Board was held, which representatives of Morgan Stanley, Lazard and Latham & Watkins attended. Representatives of Latham & Watkins presented an overview of the legal terms of the final form of the Transaction Agreement that had been negotiated with Danaher’s outside legal counsel, noting that a number of terms had been improved through the negotiation process. Representatives of Morgan Stanley and Lazard also presented their respective financial analysis of the proposed consideration of USD 24.00 per Abcam Share, and rendered their respective oral opinions to the Abcam Board, which were subsequently confirmed by the delivery of written opinions each dated 26 August 2023, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken in preparing its opinion, the USD 24.00 per share in cash to be paid to the holders of the Scheme Shares pursuant to the Transaction Agreement was fair, from a financial point of view, to such holders. See paragraphs 8 and 9 of this Part I (Letter from the Chairman of Abcam plc) of this document for further details of the opinions of Morgan Stanley and Lazard. The written opinions delivered by Morgan Stanley and Lazard are attached to this document as ANNEX A and ANNEX B, respectively.

After carefully considering the financial and legal terms of Danaher’s offer, the strategic alternatives available to the Company during the Strategic Review process and the information presented to the Abcam Board by Morgan Stanley, Lazard and Latham & Watkins, and in light of their statutory duties under English law, the Abcam Board unanimously resolved that it was in the best interests of Abcam’s shareholders as a whole to enter into the Transaction and the Transaction Agreement. The Abcam Board also unanimously resolved to recommend that Abcam’s shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The Transaction Agreement was entered into on 26 August 2023, as announced by Abcam in a press release on 28 August 2023.

Summary

The Transaction reflects the culmination of a rigorous, competitive sale process conducted by Abcam as part of the publicly announced Strategic Review with the support and advice of Morgan Stanley, Lazard, and Latham & Watkins. The sale process involved engagement with 33 potential buyers, representing an extensive list of parties in the United States, Europe and Asia with the sector expertise and financial strength to execute a transaction of this size and nature. Through the sale process, the financial terms of the Transaction and the premium that Danaher has agreed to pay were improved and the offer price of USD 24.00 per Scheme Share represents the highest price offered during the sale process by any party and a significant (39 per cent.) premium to the undisturbed Closing Price per Abcam ADS of USD 17.23 on 16 May 2023 (being the undisturbed share price prior to the issuance of the press release by the Company’s founder stating his intention to call an extraordinary general meeting of Abcam Shareholders).

In evaluating the Transaction Agreement and the Transaction, the Abcam Board consulted with the senior management of Abcam, and representatives of Morgan Stanley, Lazard and Latham & Watkins. In the course of making the determination that the Transaction Agreement and the Transaction are fair and reasonable and are likely to promote the success of Abcam for the benefit of its shareholders as a whole, having had regard to the interests of other stakeholders, and to unanimously recommend that Abcam’s shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, the Abcam Board considered numerous reasons, including the following material reasons and benefits of the Transaction:

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In reaching its determinations and recommendations described above, the Abcam Board also considered the following potentially negative reasons:

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The foregoing discussion of the reasons considered by the Abcam Board is not intended to be exhaustive, but rather includes the principal reasons considered by the Abcam Board. The Abcam Board collectively reached the conclusion to approve the Transaction Agreement, the Transaction and the other transactions contemplated by the Transaction Agreement in light of the various reasons described above and other reasons that the members of the Abcam Board believed were appropriate. The Abcam Board did not assign relative weights to the foregoing reasons or otherwise determine that any one reason was of greater or lesser importance. Rather, the Abcam Board viewed its positions and recommendation as being based on the totality of information presented to, and considered by, the Abcam Board. In considering the reasons discussed above, individual directors may have given different weights to different reasons.

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Important Information about the Management Projections

Abcam does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. Abcam’s management prepared various financial forecasts and other data relating to the business of Abcam, including extrapolations thereto (the “Management Projections”). The Management Projections are based on the long range plan which was prepared in connection with the Strategic Review and approved by the Abcam Board on 11 July 2023 (the “Long Range Plan”). The Management Projections formed the basis of financial forecasts which were available to all parties who proceeded to Round II of the Strategic Review process and signed a confidentiality agreement with Abcam. Abcam provided the Management Projections to Morgan Stanley and Lazard and approved its use by Morgan Stanley and Lazard. Morgan Stanley and Lazard relied on the Management Projections in performing their respective financial analyses summarised in this document and the Management Projections were the only financial projections with respect to Abcam used by Morgan Stanley and Lazard in performing such financial analyses.

The summary of the Management Projections is included in this document solely to give Abcam Shareholders access to certain financial projections that were made available to the Abcam Board, Morgan Stanley, Lazard, and/or parties involved in Round II of the Strategic Review process and is not being included in this document to influence any Abcam Shareholder’s decision. The Management Projections were generated for Abcam’s internal use and the use of its advisers, and use in connection with exploring a potential transaction, and not developed with a view toward public disclosure or U.S. GAAP. Certain financial information relating to Abcam has been or will have been prepared in accordance with IFRS and may not therefore be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with U.S. GAAP. The Management Projections are forward-looking statements and have not specifically been prepared in line with IFRS. All of the Management Projections summarised in this section were prepared by Abcam’s management.

The non-IFRS financial measures used in the Management Projections were relied upon by the Abcam Board in connection with its consideration of the Per-Share Consideration and were approved by the Abcam Board for use by Morgan Stanley and Lazard in connection with their respective financial analyses and opinions. While Abcam believes that such non-IFRS financial measures provide useful supplemental information in analysing Abcam’s financial results, there are limitations associated with the use of such financial measures. Such non-IFRS measures as used by Abcam may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with IFRS.

The non-public, unaudited prospective financial information included information for calendar years 2023 through 2034 that reflect Abcam’s management’s projections and extrapolations based on the Long Range Plan, as set forth below. Consistent with the discussion and feedback from the Abcam Board, the Management Projections reflected the best currently available estimates, on the date they were prepared and on the date of both Morgan Stanley and Lazard’s fairness opinions to the Abcam Board, and good faith judgments of Abcam senior management as to the future financial performance of Abcam. The Management Projections are based on latest trading up until the date they were prepared.

The Management Projections were prepared by Abcam on a stand-alone basis and do not take into account the transactions contemplated by the Transaction Agreement, including any costs incurred in connection with the Transaction or any changes to Abcam’s operations or strategy that may be implemented after the completion of the Transaction. The Management Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transaction. As a result, actual results likely will differ, and may differ materially, from those reflected in the Management Projections.

While the Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond Abcam management’s control. Further, given that the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important risk factors that may affect actual results and may result in such projections not being achieved include those referred to in the Report of Foreign Private Issuer on Form 6-K published by Abcam on 31 August 2023 and those described from time to time under the caption “Risk Factors” and elsewhere in Abcam’s Annual Report on Form 20-F for the year ended 31 December 2022. In addition, the ability to achieve the Management

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Projections may depend on, in part, whether or not strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realised and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Abcam operates, and the risks and uncertainties described in the section titled “Warning Regarding Forward-Looking Statements” of this document, all of which are difficult or impossible to predict and many of which are beyond Abcam’s control. The Management Projections also reflect assumptions by Abcam’s management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Abcam business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared.

Accordingly, there can be no assurance that the Management Projections will be realised, and actual results may differ, and may differ materially, from those shown. The Management Projections are included in this document to give Abcam Shareholders access to non-public information that was provided to the Abcam Board, Morgan Stanley and Lazard in the course of evaluating the Transaction, and are not intended to influence the decision of any Abcam Shareholder whether to act with respect to the Transaction or any matter relating thereto. The inclusion of the Management Projections in this document should not be regarded as an indication that any of Abcam, Danaher, the Purchaser or any of their respective affiliates, officers, directors, advisers or other representatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of Abcam, Danaher, the Purchaser or any of their respective affiliates, officers, directors, advisers or other representatives can give any assurance that actual results will not differ from the Management Projections. None of Abcam, Danaher, the Purchaser or any of their respective affiliates, officers, directors, advisers or other representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of Abcam compared to the information contained in the Management Projections or that forecasted results will be achieved.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were approved by the Abcam Board and used in the rendering of Morgan Stanley and Lazard’s respective opinions to the Abcam Board or as of the date of this document, and except as required by applicable securities laws, Abcam does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be inappropriate.

The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Abcam included in this document and in Abcam’s other public filings with the SEC.

No independent registered public accounting firm provided any assistance in the preparation or review of the Management Projections. Accordingly, no independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the Management Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the Management Projections.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, readers of this document are cautioned not to place undue, if any, reliance on the Management Projections.

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Morgan Stanley was initially retained by the Abcam Board to act as its financial adviser in connection with a proposed initial public offering of shares in the United States and a defence mandate, and was further engaged by the Abcam Board to act as its financial adviser in connection with a possible sale/divestiture/disposal of some or all of the share capital, business and/or assets of, or in relation to, Abcam and to provide financial advice and assistance and, upon Abcam’s request, to render a fairness opinion in each case in connection therewith.

On 26 August 2023, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Abcam Board to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Per-Share Consideration to be received by the holders of Scheme Shares pursuant to the Transaction Agreement was fair, from a financial point of view, to the holders of the Scheme Shares.

The full text of the written opinion of Morgan Stanley delivered to the Abcam Board, dated 26 August 2023, is attached as ANNEX A and incorporated by reference into this document in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Shareholders of Abcam are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the Abcam Board and addresses only the fairness, from a financial point of view, of the Per-Share Consideration to be paid to the holders of Scheme Shares in the Transaction pursuant to the Transaction Agreement. Morgan Stanley’s opinion does not address any other aspect of the transactions contemplated by the Transaction Agreement and does not constitute an opinion or recommendation to any holders of Abcam Shares as to how such shareholder should vote at the shareholders’ meetings to be held in connection with the Transaction. The summary of Morgan Stanley’s opinion set forth in this document is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

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For purposes of rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Abcam, and formed a substantial basis for Morgan Stanley’s opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then currently available estimates and judgments of the management of Abcam of the future financial performance of Abcam. In addition, Morgan Stanley assumed that the Transaction will be consummated in accordance with the terms set forth in the Transaction Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive Transaction Agreement will not differ in any material respect from the drafts thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Transaction. Morgan Stanley is not a legal, tax or regulatory adviser. Morgan Stanley is a financial adviser only and relied upon, without independent verification, the assessment of Abcam and its legal, tax or regulatory advisers with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Abcam’s officers, directors or employees, or any class of such persons, relative to the Per-Share Consideration to be received by the holders of the Scheme Shares in the Transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Abcam, nor was Morgan Stanley furnished with any such valuations or appraisals, upon which Morgan Stanley relied without independent verification. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of 26 August 2023. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the Abcam Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarised below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must

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be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. 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 23 August 2023 and is not necessarily indicative of current market conditions.

In performing the financial analysis summarised below and arriving at its opinion, Morgan Stanley used and relied upon certain financial projections provided by Abcam’s management and referred to in this document as the “Management Projections”.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of an asset using estimates of the future unlevered free cash flows generated by the asset, taking into consideration the time value of money with respect to those future cash flows by calculating their “present value”. The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projection period.

Morgan Stanley used the Management Projections for purposes of the discounted cash flow analysis, as more fully described below. Morgan Stanley first calculated the estimated unlevered free cash flows, which is defined as adjusted earnings before interest, taxes, depreciation and amortisation, less (1) stock-based compensation expense, (2) cash taxes and (3) capital expenditures, and less or plus, as applicable, (4) changes in net working capital based on inputs directly sourced from the Management Projections. Morgan Stanley calculated the present value of the estimated unlevered free cash flows for Abcam for each of the calendar years 2023 through 2034. Morgan Stanley also calculated a range of terminal values for Abcam by applying a perpetual growth rate ranging from 3.0 per cent. to 4.0 per cent. to the estimated unlevered free cash flows of Abcam after the year 2034. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to reflect the premium versus the unaffected share price as of 16 May 2023, one day before Jonathan Milner announced his intention to call a general meeting of the Company to seek to approve his appointment as Executive Chairman and seek to remove Peter Allen as Chairman of the Company, using a range of discount rates from 8.9 per cent. to 10.8 per cent., which range of discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Abcam’s estimated weighted average cost of capital (“WACC”). This analysis implied a range of present values of $19.15 to $30.00 per share, rounded to the nearest $0.05 per share.

Public Trading Comparable Companies Analysis

Morgan Stanley performed a public trading comparable companies analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly-traded. Morgan Stanley reviewed and compared publicly available consensus equity analyst research estimates for Abcam with comparable publicly available equity analyst research estimates for certain selected companies (the “Comparable Companies”) that Morgan Stanley determined, upon the application of its professional judgment and experience with companies in the life sciences tools and diagnostics industry, to be similar to Abcam’s current and anticipated operations for purposes of this analysis. The companies used in this comparison included the following:

Tier 1

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Tier 2

For purposes of this analysis, Morgan Stanley analysed:

Results of the analysis were presented for the Comparable Companies, as indicated in the following tables:

Tier 1

Sartorius A⁽¹⁾

Waters Corporation⁽²⁾

Bio-Techne Corporation⁽³⁾

Maravai LifeSciences Holdings, Inc.⁽⁴⁾

Tier 2

Repligen Corporation⁽⁵⁾

Qiagen N.V.⁽⁵⁾

Revvity, Inc.⁽⁵⁾

Agilent Technologies, Inc.⁽⁵⁾

Based on its analysis of the relevant metrics for each of the Comparable Companies and upon the application of its professional judgment, Morgan Stanley selected representative ranges of the AV/EBITDA Ratio for each of the calendar years 2023 and 2024 and applied these ranges of multiples to estimates of calendar years 2023 and 2024 EBITDA from the Management Projections. Multiples >50.0x were excluded. Based on the outstanding Abcam Shares on a fully diluted basis calculated as applicable using the treasury stock method as of 23 August 2023, Morgan Stanley calculated the estimated implied value per share rounded to the nearest $0.05 as of 23 August 2023 as follows:

No company utilised in the public trading comparable companies’ analysis is identical to Abcam and hence the foregoing summary and underlying financial analyses involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Abcam was compared. In evaluating Comparable Companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Abcam, such as the impact of competition on the business of Abcam and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Abcam or the industry or in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using selected company data.

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Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which implies a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley compared publicly available statistics for transactions involving businesses that Morgan Stanley judged to be similar in certain respects to Abcam’s business or aspects thereof based on Morgan Stanley’s professional judgment and experience, occurring since March 2018. The following is a list of the transactions reviewed:

For each transaction listed above, Morgan Stanley noted the ratio of the AV of the transaction to each of the target company’s EBITDA for the twelve-month period prior to the announcement date of the applicable transaction (“LTM EBITDA”, and the ratio of AV to LTM EBITDA, the “AV/LTM EBITDA Ratio”).

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment, Morgan Stanley selected representative ranges of the AV/LTM EBITDA Ratio multiples and applied these ranges of multiples to Abcam’s LTM EBITDA as of 30 September 2023.

Morgan Stanley then calculated a range of implied present values rounded to the nearest $0.05 per share as follows:

Other Information

Historical Trading Range. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the historical trading range of Abcam ADSs for the 52-week period preceding 16 May 2023, the last trading day before Jonathan Milner announced his intention to call an extraordinary general meeting of Abcam Shareholders. Morgan Stanley observed that, during such period, the closing trading price of the Abcam ADSs ranged from $12.60 per share to $17.90 per share, rounded to the nearest $0.05.

Equity Research Analysts’ Price Targets. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed and analysed the future public market trading price targets for the Abcam ADSs prepared and published by six equity research analysts as of 23 August 2023 (excluding SVB Financial Group’s target price of $40.00 which was deemed to be an outlier). These targets reflected each analyst’s estimate as of the date of publication of the future public market trading price of the Abcam ADSs and were not discounted to reflect present values. The range of undiscounted analyst price targets for the Abcam ADSs was $17.00 to $25.00, rounded to the nearest $0.05.

Illustrative Future Share Price Analysis. For reference only and not as a component of its fairness analysis, Morgan Stanley performed an illustrative future share price analysis, which is designed to provide insight into the potential future equity value of a company as a function of such company’s estimated future earnings. In performing the analysis, Morgan Stanley calculated the illustrative future share price for Abcam as of December 2025 by applying a range of EV/NTM EBITDA multiples to the estimated 2026 Adjusted EBITDA based on the Management Projections and discounted at a 10 per cent. cost of equity rate. This analysis indicated an implied present value per share range of $22.10 to $28.30 per share, rounded to the nearest $0.05.

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Illustrative Leveraged Buyout Analysis. For reference only and not as a component of its fairness analysis, Morgan Stanley performed an illustrative leveraged buyout analysis based on the Management Projections provided by management of Abcam to determine the range of price per share at which a financial buyer would be willing to pay to acquire Abcam on a stand-alone basis with an illustrative capital structure that Morgan Stanley deemed to be achievable in the current market. For purposes of this analysis, Morgan Stanley assumed a required internal rate of return in the range of 20.0 per cent. to 25.0 per cent., 6.0x gross leverage at SOFR + 6 per cent. and an exit multiple of 17.5x to 22.5x LTM EBITDA after a five-year holding period. This analysis indicated a range of implied equity values per share range of $15.05 to $21.70, rounded to the nearest $0.05.

Premia Paid Analysis. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the premia paid in seven merger and acquisition transactions in the life sciences tools and diagnostics industry prior to 14 April 2021, with a publicly announced transaction value of $1 billion or more based on publicly available information. For each of the precedent transactions, Morgan Stanley calculated the implied premia as a percentage based on the amount by which the per-share consideration in each transaction exceeded the target company’s closing share price on the last trading day upon which shares of the target company traded on an unaffected basis (determined as of the last trading day prior to the first public report of a possible transaction). No specific numeric or other similar criteria were used to choose the selected transactions and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. Based on its analysis of the relevant metrics and upon the application of its professional judgment, Morgan Stanley then applied the 25th percentile and 75th percentile premia for the selected companies of approximately 20 per cent. and 36 per cent., respectively, to the unaffected share price as of 16 May 2023, one day before Jonathan Milner announced his intention to call a general meeting to solicit shareholder support to replace the Non-Executive Chairman of the Abcam Board with himself as Executive Chairman, of $17.23 per share. This analysis indicated a per share equity value reference range of $20.70 to $23.45, rounded to the nearest $0.05.

General

In connection with the review of the Transaction by the Abcam Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Abcam.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of Abcam. These include, among other things, the impact of competition on the business of Abcam and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Abcam and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favourable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Per-Share Consideration to be received by the holders of Scheme Shares, and in connection with the delivery of its opinion to the Abcam Board. These analyses do not purport to be appraisals or to reflect the prices at which Abcam Shares might actually trade.

The Per-Share Consideration was determined through arm’s-length negotiations between Abcam and Danaher and was approved by the Abcam Board. Morgan Stanley acted as financial adviser to the Abcam Board during these negotiations but did not, however, recommend any specific consideration to Abcam or the Abcam Board, nor opine that any specific consideration constituted the only appropriate consideration for the Transaction. In addition, Morgan Stanley’s opinion did not address the relative merits of the Transaction as compared to any other alternative business transactions, and Morgan Stanley’s opinion expressed no opinion or recommendation as to how the shareholders of Abcam should vote at the shareholders’ meetings to be held in connection with the Transaction.

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Morgan Stanley’s opinion and its presentation to the Abcam Board was one of many factors taken into consideration by the Abcam Board in deciding to approve the execution, delivery and performance by Abcam of the Transaction Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Abcam Board with respect to the consideration pursuant to the Transaction Agreement or of whether the Abcam Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The Abcam Board retained Morgan Stanley based on Morgan Stanley’s qualifications, experience and expertise and its familiarity with Abcam. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Danaher, Abcam or any other company, or any currency or commodity, that may be involved in the Transaction, or any related derivative instrument.

Under the terms of its engagement letter dated 20 July 2023, Morgan Stanley provided Abcam financial advisory services and a financial opinion, described in this section and attached to this document as ANNEX A, in connection with the Transaction, and Abcam has agreed to pay Morgan Stanley a fee for its financial advisory services, all of which is contingent upon the closing of the Transaction. In addition, Morgan Stanley will receive an advisory fee for past services rendered in connection with the previously proposed solicitation of shareholder votes in connection with an annual or extraordinary general meeting from Abcam upon the closing of the Transaction.

In the two years prior to the date of its opinion, Morgan Stanley has provided financial advisory and financing services for Danaher and has received fees in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Danaher and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Abcam retained Lazard to act as investment banker in connection with (i) a possible direct or indirect sale (by merger or otherwise) of Abcam, an interest in Abcam or a subsidiary or division of Abcam to one or more other corporations, business or other persons, and (ii) financial advice related to shareholder activism and corporate preparedness matters, including the evaluation of defence measures potentially available to Abcam, and, upon Abcam’s request, to render a fairness opinion in connection with the Transaction. Lazard delivered its oral opinion to the Abcam Board on 26 August 2023, which opinion was subsequently confirmed in a written opinion of the same date, that, as of 26 August 2023 and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in such written opinion, the Per-Share Consideration to be paid to holders of Scheme Shares in the Transaction was fair, from a financial point of view, to such holders.

The full text of the written opinion of Lazard, dated 26 August 2023, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this document as ANNEX B and is incorporated by reference herein in its entirety. The summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion, and Abcam Shareholders are encouraged to read the opinion carefully and in its entirety.

Lazard’s engagement and its opinion were for the benefit of the Abcam Board (in its capacity as such) and its opinion was rendered to the Abcam Board in connection with its evaluation of the Transaction and addressed only the fairness as of the date of the opinion, from a financial point of view, of the Per-Share Consideration to be paid to holders of Scheme Shares in the Transaction. Lazard’s opinion was not intended to and did not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the Transaction or any matter relating thereto.

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Lazard’s opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Lazard as of 26 August 2023. Lazard noted that volatility in the credit, commodities and financial markets, may have an effect on Abcam or the Transaction, and Lazard did not express an opinion as to the effects of such volatility or such disruption on Abcam or the Transaction. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after 26 August 2023. Lazard did not express any opinion as to the price at which Abcam ADSs may trade at any time subsequent to the announcement of the Transaction. Lazard’s opinion did not address the relative merits of the Transaction as compared to any other transaction or business strategy in which Abcam might engage or the merits of the underlying decision by Abcam to engage in the Transaction.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Abcam or concerning the solvency or fair value of Abcam, and Lazard was not furnished with any such valuation or appraisal. Abcam senior management advised Lazard that the Management Projections forecasts best reflect the future financial performance of the Company and, accordingly, at the direction of the Abcam Board, Lazard utilised the Management Projections for purposes of its financial analysis in connection with its opinion. With respect to the Management Projections, which are summarised in paragraph 7 of this Part I (Letter from the Chairman of Abcam Plc), Lazard assumed, with the consent of Abcam, that such forecasts were reasonably prepared on bases reflecting the best available estimates and judgments as to the future financial performance of Abcam. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they were based.

In rendering its opinion, Lazard assumed, with the consent of Abcam, that the Transaction will be consummated on the terms described in the Transaction Agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of Abcam, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the Transaction will not have an adverse effect on Abcam or the Transaction. Lazard did not express any opinion as to any tax or other consequences that might result from the Transaction, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Abcam obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Per-Share Consideration to the extent expressly specified therein) of the Transaction, including, without limitation, the form or structure of the Transaction or any agreements or arrangements entered into in connection with, or contemplated by, the Transaction. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Transaction, or class of such persons, relative to the Per-Share Consideration or otherwise.

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Summary of Lazard’s Financial Analyses

The following is a summary of the material financial analyses reviewed with the Abcam Board in connection with Lazard’s opinion, dated 26 August 2023. The summary of Lazard’s analyses and reviews provided below are not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Lazard did not draw in isolation conclusions from or with regard to any factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. Considering selected portions of its analyses and reviews in the summary set forth below, without considering its analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Abcam. No company, business or transaction considered in Lazard’s analyses and reviews is identical to Abcam or the Transaction, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favourable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of its analyses and reviews, including the methodologies and assumptions underlying its analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

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 23 August 2023 and is not necessarily indicative of current market conditions.

Financial Analyses

Discounted Cash Flow Analysis

Using the Management Projections, which are summarised in paragraph 7 of this Part I (Letter from the Chairman of Abcam Plc) Lazard performed a discounted cash flow analysis of Abcam.

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.

For purposes of this analysis, Lazard calculated a range of enterprise values for Abcam by discounting to present value, utilizing discount rates ranging from 10.0 per cent. to 11.0 per cent., chosen by Lazard based upon its analysis of the weighted average cost of capital of Abcam, the estimated after-tax unlevered free cash flows to be generated by Abcam from 30 September 2023 through the end of the year of 2034 and a terminal growth rate of 3.0 per cent. to 4.0 per cent.

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Lazard then subtracted from the range of enterprise values the estimated net debt of Abcam at 30 September 2023 to derive a range of total equity values for Abcam. Lazard then calculated a range of implied equity values per share by dividing such total equity values of Abcam by the number of fully diluted Abcam Shares (determined using the treasury stock method and taking into account outstanding options and other share plans), as calculated based on information provided by Abcam, of a total of 235.9 million fully diluted shares outstanding. The results of this analysis implied an equity value per share range of $18.55 to $23.90, rounded to the nearest $0.05 per share.

Selected Precedent Transactions Analysis

Using public filings and other publicly available information, Lazard reviewed and analysed selected precedent transactions involving reagent-focused life science tools companies that Lazard viewed as generally relevant in evaluating the Transaction. In performing these analyses, Lazard analysed certain financial information and transaction multiples relating to companies in the selected transactions and compared such information to the corresponding information for the Transaction.

Specifically, Lazard reviewed 13 merger and acquisition transactions in the reagent-focused life science tools industry announced since March 2018, that Lazard deemed relevant to consider in relation to Abcam and the Transaction. These transactions are listed below. Although none of the selected precedent transactions or the target companies in such transactions is directly comparable to the Transaction or to Abcam, all of the transactions were chosen because they involve transactions that, for the purposes of this analysis, may be considered similar to the Transaction and/or involve targets that, for the purposes of analysis, may be considered similar to Abcam.

Using its professional judgment and experience, Lazard applied a range of EV/LTM EBITDA multiples for the selected precedent transactions based on the low to high EV/LTM EBITDA multiples, which ranged from 20.0x to 30.4x, to Abcam’s estimated LTM EBITDA as of September 2023. The results of this analysis implied an equity value per share range of $14.70 to $22.60, rounded to the nearest $0.05 per share.

The companies in the reagent-focused life science tools industry selected by Lazard for this analysis were as follows:

Tier 1⁽¹⁾

Sartorius AG

Waters Corporation

Tier 2

Agilent Technologies, Inc.

Revvity, Inc.

Qiagen N.V.

Repligen Corporation

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Lazard identified the selected tier 1 companies above because, among other things, they operate businesses similar in certain respects to the business of Abcam. In addition, Lazard identified selected tier 2 companies that were considered as support of range but excluded from tier 1 companies due to differing product/end-market mix, and/or financial profile and/or scale. None of the selected companies is identical to Abcam and certain of these companies may have characteristics that are materially different from those of Abcam. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Transaction and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Abcam and the selected companies that could affect the public trading values of each company are also relevant.

Using its professional judgment and experience, Lazard excluded multiples >50.0x, applied (i) a range of multiples of EV/estimated 2023 EBITDA, based on the low and high of the EV/estimated 2023 EBITDA for the selected Tier 1 companies of 17.3x and 25.5x, respectively, to Abcam’s estimated 2023 EBITDA and (ii) a range of multiples of EV/estimated 2024 EBITDA, based on the low and high of the EV/estimated 2024 EBITDA for the selected Tier 1 companies of 16.2x and 20.6x, respectively, to Abcam’s estimated 2024 EBITDA. The results of this analysis implied an equity value per share range of $13.85 to $20.65 based upon Abcam’s estimated 2023 EBITDA and an equity value per share range of $17.70 to $22.65 based upon Abcam’s estimated 2024 EBITDA, each rounded to the nearest $0.05 per share.

Other Information

Illustrative Leveraged Buyout Analysis

For reference only and not as a component of its fairness analysis, Lazard performed an illustrative leveraged buyout analysis based on the Management Projections provided by management of Abcam to determine the range of price per share which a financial buyer would be willing to pay to acquire Abcam on a stand-alone basis with an illustrative capital structure that Lazard deemed to be achievable in the current market. For purposes of this analysis, Lazard assumed a required internal rate of return in the range of 20.0 per cent. to 25.0 per cent., 6.0x gross leverage at SOFR + 6 per cent. and an exit multiple range of 17.5x to 22.5x LTM EBITDA after a five-year holding period. This analysis indicated a range of implied equity values per share of $15.05 to $21.70, rounded to the nearest $0.05 per share.

Premia Paid Analysis

For reference only and not as a component of its fairness analysis, Lazard analysed the premia paid for acquisitions of publicly traded companies in the life science tools and diagnostics industries with deal values above $1 billion that have been announced since 22 September 2014 based on publicly available information. For each of the precedent transactions, Lazard calculated the implied premia as a percentage based on the amount by which the per-share consideration in each transaction exceeded the target company’s closing share price on the last trading day upon which shares of the target company traded on an unaffected basis (determined as of the last trading day prior to the first public report of a possible transaction). No specific numeric or other similar criteria were used to choose the selected transactions and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria.

Based on its professional judgment and experience, Lazard then applied the 25th percentile and 75th percentile premia for the selected companies of approximately 20 per cent. and 36 per cent., respectively, to Abcam’s unaffected share price as of 16 May 2023, the last trading day before Jonathan Milner announced his intention to call an extraordinary general meeting of the Company’s shareholders, of $17.23 per share. This analysis indicated a per share equity value reference range of $20.70 to $23.45, rounded to the nearest $0.05 per share.

Illustrative Future Share Price Analysis

For reference only and not as a component of its fairness analysis, Lazard performed an illustrative future share price analysis based on the Management Projections provided by management of Abcam to determine the implied present value of an illustrative future value per share based on a six-month average EV/NTM EBITDA multiple of selected reagent-focused life science tools peers, applied to Abcam’s estimated 2026 EBITDA and discounted at an 11 per cent. cost of equity rate. This analysis indicated an implied present value per share range of $21.70 to $27.80, rounded to the nearest $0.05 per share.

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Historical Trading Range

For reference only and not as a component of its fairness analysis, Lazard reviewed the unaffected 52-week high and low trading price of Abcam ADSs through 16 May 2023, the last trading day before Jonathan Milner announced his intention to call an extraordinary general meeting of the Company’s shareholders. Lazard observed that, during such period, the closing trading price of the Abcam ADSs ranged from $12.60 per share to $17.90 per share, rounded to the nearest $0.05 per share.

Equity Research Analysts’ Price Targets

For reference only and not as a component of its fairness analysis, Lazard reviewed selected equity research analyst price targets based on published, publicly available equity research reports. Lazard observed that such price targets ranged from $17.00 per share to $25.00 per share, excluding the SVB Financial Group target price of $40.00 per share as an outlier to consensus.

Miscellaneous

Abcam has agreed to pay Lazard a transaction fee, which is contingent upon the closing of the Transaction. In addition, Lazard will receive an advisory fee for past services rendered in connection with the previously proposed solicitation of shareholder votes in connection with an annual or extraordinary general meeting from the Company upon closing of the Transaction. Lazard has in the past provided certain investment banking services to Abcam, including, during the past two years, acting as investment banker to Abcam in connection with its 2021 acquisition of BioVision, Inc. Lazard has not received any payments from Danaher during the past two years. Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of Abcam and Danaher for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities and may also trade and hold securities on behalf of Abcam, Danaher and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognised investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to Abcam because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions, as well as its familiarity with the business of Abcam.

Lazard prepared these analyses solely for purposes of, and the analyses were delivered to the Abcam Board in connection with, the provision of its opinion to the Abcam Board as to the fairness of the Per-Share Consideration, from a financial point of view, to be paid to holders of Scheme Shares in the Transaction. Lazard did not recommend any specific consideration to the Abcam Board or that any given consideration constituted the only appropriate consideration for the Transaction. Lazard’s opinion was one of many factors considered by the Abcam Board, as discussed further in paragraph 6 of Part I (Letter from the Chairman of Abcam plc) of this document.

Details of the impact of the Transaction on the Company Equity Plans are set out in paragraph 8 of Part II (Explanatory Statement) of this document.

Following the Effective Date, any Abcam Shares subject to or issued in connection with the exercise of any Award will be immediately acquired by the Purchaser or its nominee(s) from the relevant Award holder in exchange for the Consideration for each Abcam Share so acquired.

Any Consideration payable to holders of Awards granted under the Company Equity Plans will be paid to such Award holder in accordance with the terms of the Scheme, subject to any arrangements that are required to be put in place by the Company to effect the deduction of any applicable exercise price and payment of any income tax and/or social security contributions that arise in connection with the Awards.

Award holders under the Company Equity Plans will be written to separately with information regarding the effect of the Scheme on their Awards granted under the Company Equity Plans, including any appropriate proposals being made to them with respect to their Awards. Further details are set out in paragraph 8 of Part II (Explanatory Statement) of this document.

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Following completion of the Transaction, the Purchaser will analyse the management, governance and incentive structure of the Company. Except as set out in paragraph 8 of Part II (Explanatory Statement) of this document, the Purchaser has not entered into any form of incentivisation or other arrangements with members of the Company’s management, nor has it had discussions about the terms of any such incentivisation or arrangement.

Danaher believes that the ongoing participation of senior management of the Company is very important to the future success of the Company. The Purchaser acknowledges that certain employees (but not any executive director or member of the Abcam executive leadership team) have received an extension to their notice period which will apply if their employment is terminated by the Company without cause prior to 30 June 2024 or if they resign from employment following completion of the Transaction in circumstances where their role or status has materially diminished. The Purchaser has also accepted the existing retention arrangements put in place by the Company with respect to certain other employees (but not any executive director or member of the Abcam executive leadership team), which include retention bonuses calculated by reference to the relevant employee’s annual salary which will become payable on or around 30 June 2024, subject to the employee continuing in employment and in good standing. Certain other employees have received both extensions to their notice periods and retention bonuses. In addition, the Purchaser has agreed that the Company may make PGIP Top-Up awards of up to an aggregate maximum amount of USD 7 million to certain PGIP participants who did not receive a PGIP Award at 14 July 2021 (i.e., excluding the Executive Officers as well as other senior leaders who received a PGIP Award at that time), and separately, further cash retention awards to Company employees, other than the Executive Officers, up to an aggregate maximum amount of USD 3 million.

Further details of the incentivisation and retention arrangements, including details in respect of the PGIP Bonus, are set out in paragraph 8 of Part II (Explanatory Statement) of this document. The arrangement regarding PGIP Bonuses was negotiated and agreed between Abcam, based on a proposal approved by the Remuneration Committee, and Danaher, and approved by the Abcam Board, in each case after the offer price of USD 24.00 per Scheme Share and other principal terms of the Transaction had been agreed between the parties. The arrangement is intended to support the incentivisation and retention of the relevant senior Abcam employees and the Abcam Board therefore concluded that such arrangement was in the best interests of the Company.

It is intended that the Transaction will be implemented by way of a Court-sanctioned scheme of arrangement between Abcam and the Scheme Shareholders, made under Part 26 of the Companies Act. The procedure involves, among other things, an application by Abcam to the Court to sanction the Scheme, in consideration for which the Scheme Shareholders will receive the Consideration. The purpose of the Scheme is to provide for the Purchaser or its nominee(s) to become the owner(s) of the entire issued and to be issued share capital of Abcam not already owned by the Danaher Group.

The Scheme will only become Effective if, among other things, the following events occur on or before the Long Stop Date:

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Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Abcam Shares will cease to be valid and entitlements to Abcam Shares held within the CREST system will be cancelled.

The Consideration will be despatched by the Purchaser to: (i) the Paying Agent, for the benefit of the Scheme Shareholders (other than the Depositary Shareholder); and (ii) the Depositary Shareholder (or its nominee(s)) in respect of the Deposited Scheme Shares, in each case, as soon as reasonably practicable following the Effective Time and in any event within two Business Days.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Scheme Shareholders are reminded that, at the Court Meeting, a majority in number of Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting.

Therefore, whether or not you plan to attend the Abcam Shareholder Meetings, Abcam Shareholders are urged to complete and sign both the enclosed BLUE and YELLOW Forms of Proxy and Abcam ADS Holders are urged to complete the BLUE ADS Voting Instruction Cards, or deliver their respective proxy appointments or voting instructions by one of the other methods mentioned below, as soon as possible.

Scheme Shareholders and Abcam Shareholders are advised to ONLY use the BLUE Form of Proxy approved by the Court and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in this document, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted. Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

If the Scheme does not become Effective by the Long Stop Date, it will lapse and the Transaction will not proceed (unless extended with the agreement of the Purchaser and Abcam and, if required, the approval of the Court).

The Scheme will be governed by the laws of England and Wales and will be subject to the jurisdiction of the English courts. The Scheme is not subject to U.S. law.

Further details of the Scheme and the Abcam Shareholder Meetings are set out in paragraph 9 of Part II (Explanatory Statement) of this document.

Abcam ADS Holders should refer to paragraph 14 of Part II (Explanatory Statement) of this document.

Prior to the Scheme becoming Effective, a request will be made by Abcam to Nasdaq to suspend trading of, and de-list, the Abcam ADSs on Nasdaq, to take effect on, or shortly after, the Effective Date. As of the Effective Date, the Abcam ADS program will be terminated. Subsequently, the Abcam ADSs and Abcam Shares will be deregistered under the U.S. Exchange Act.

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As soon as practicable after the Effective Date and after the termination of the Abcam ADS program, the cancellation of the listing and delisting of the Abcam ADSs from Nasdaq, it is intended that Abcam will be re-registered as a private limited company under the relevant provisions of the Companies Act.

A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain Abcam Shareholders is set out in paragraph 6 of Part V (Additional Information) of this document.

That summary does not constitute tax advice and does not purport to be a full analysis of all potential United Kingdom and United States tax consequences of the Transaction. Abcam Shareholders who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of the United Kingdom and the United States are strongly advised to contact an appropriate independent professional adviser immediately.

Overseas Shareholders should refer to paragraph 16 of Part II (Explanatory Statement) of this document for further details.

Your attention is drawn to paragraph 18 of Part II (Explanatory Statement) of this document, which explains the actions you should take in relation to the Transaction and the Scheme.

Your attention is drawn to Part II (Explanatory Statement) of this document (being the Explanatory Statement made in compliance with section 897 of the Companies Act), which gives further details about the Transaction and the terms of the Scheme that are set out in full in Part VIII (The Scheme of Arrangement) of this document. Please note that reading the information in this Part I (Letter from the Chairman of Abcam plc) is not a substitute for reading the remainder of this document.

Your attention is further drawn to the information contained in Part III (Conditions to and Further Terms of the Scheme and the Transaction), Part V (Additional Information), Part VIII (The Scheme of Arrangement) and to the expected timetable of principal events set out on page xv of this document.

Based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Morgan Stanley and Lazard’s respective written opinions, Morgan Stanley and Lazard advised the Abcam Directors that the Per-Share Consideration to be paid to holders of Scheme Shares in the Transaction was fair, from a financial point of view, to such holders as of the date of such opinions. Morgan Stanley’s and Lazard’s advice to the Abcam Directors is set out in their written opinions, both dated 26 August 2023, attached to this document as ANNEX A and ANNEX B, respectively, and which also set out in full the relevant assumptions and qualifications to such advice.

For the reasons set out in this document, the Abcam Directors believe that the terms of the Transaction, including the terms of the Transaction Agreement, are fair and reasonable and that proceeding with the Transaction is likely to promote the success of Abcam for the benefit of its shareholders, having had regard to the interests of other stakeholders, and unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Abcam Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do, or to procure, in respect of their own holdings of, in aggregate, 495,129 Abcam Shares (representing approximately 0.22 per cent. of the issued ordinary share capital of Abcam as at the Latest Practicable Date.

Yours faithfully,

Peter Allen

Non-Executive Chairman

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PART II

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act)

5 October 2023

RECOMMENDED ACQUISITION

of

ABCAM PLC

by

DIADEM HOLDCO LIMITED

a wholly owned indirect subsidiary of

DANAHER CORPORATION

On 26 August 2023, Abcam entered into a definitive agreement pursuant to which the Purchaser, which is a wholly owned indirect subsidiary of Danaher, agreed to acquire (or to procure that its nominee(s) acquire) the entire issued and to be issued share capital of Abcam not already owned by the Danaher Group. The Transaction is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act, which requires the approval of Abcam Shareholders and the sanction of the Court. The Transaction remains subject to the terms and conditions set out in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document.

Your attention is drawn to the letter from the Non-Executive Chairman of Abcam, Peter Allen, set out in Part I (Letter from the Chairman of Abcam plc) of this document, which forms part of this Explanatory Statement. That letter contains, among other things, information on the background to and reasons for the unanimous recommendation by the Abcam Board that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Abcam Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

Your attention is also drawn to the information contained in Part III (Conditions to and Further Terms of the Scheme and the Transaction) and Part V (Additional Information) of this document. The Scheme is set out in full in Part VIII (The Scheme of Arrangement) of this document.

Abcam has retained Morgan Stanley and Lazard who are acting as joint financial advisers to the Abcam Board in connection with the Transaction. The purpose of this Explanatory Statement is to explain the terms of the Transaction and to provide you with other relevant information.

Abcam Shareholders should read the whole of this document before deciding whether or not to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.

The Transaction is to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, which requires the approval of Scheme Shareholders at the Court Meeting, the passing of the Resolution at the General Meeting and the sanction of the Court.

In accordance with the terms of the Transaction, which is subject to the Conditions and further terms set out in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

for each Scheme Share,   USD 24.00 in cash

The terms of the Transaction:     

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The Scheme Shares will be acquired by the Purchaser or its nominee(s) with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever (other than transfer restrictions arising under applicable securities laws) and together with all rights existing at the Effective Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Scheme Shares.

Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Abcam is a global leader in the supply of life science research tools.

Abcam offers the global scientific community highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research, and diagnostics.

Danaher intends to finance the Consideration payable by the Purchaser to Scheme Shareholders with existing cash resources and the proceeds from the issuance of commercial paper.

Abcam is a public limited company incorporated in England and Wales. Abcam is a global leader in the supply of life science research tools. As an innovator in reagents and tools, Abcam’s purpose is to serve life science researchers globally to achieve their mission faster. Providing the research and clinical communities with tools and scientific support, Abcam offers highly validated antibodies, assays, and other research tools to address important targets in critical biological pathways. Already a pioneer in data sharing and ecommerce in the life sciences sector, Abcam’s ambition is to be the most influential company in life sciences by helping to advance global understanding of biology and causes of disease, which, in turn, will drive new treatments and improved health.

Abcam manages its business as a single operating segment, which is “sales of antibodies and related products”. Abcam operates in five geographic regions: the Americas, EMEA, China, Japan and rest of Asia Pacific.

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The Abcam ADSs are traded on Nasdaq under the symbol “ABCM”. Abcam’s registered office is located at Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX, United Kingdom, and its telephone number is +44 (0) 1223 696000.

Danaher

Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands has leadership positions in the biotechnology, life sciences and diagnostics sectors. With more than 15 operating companies, Danaher’s globally diverse team is united by a common culture and operating system, the Danaher Business System. Danaher’s research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 50 countries. As at the Latest Practicable Date, Danaher beneficially owned 5,194,897 Abcam ADSs representing Abcam Shares which constituted 2.26 per cent. of the issued share capital of Abcam.

Danaher’s common stock is listed on the NYSE under the symbol “DHR”.

Danaher’s principal executive offices are located at 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, DC 20037, United States of America, and its telephone number is +1 (202) 828-0850.

Purchaser

The Purchaser is a private limited company organised under the laws of England and Wales. The Purchaser is an indirect, wholly owned subsidiary of Danaher formed for the sole purpose of entering into the Transaction Agreement and implementing the Transaction.

The Purchaser’s registered offices are located at Unit 4, Blythe Valley Innovation Centre, Central Boulevard, Blythe Valley Business Park, Solihull B90 8AJ, United Kingdom and its telephone number is +44 (0) 121 506 9000.

On 31 August 2023, Abcam released its unaudited interim results for the six-month period ended 30 June 2023. Abcam’s reported revenue for the period was GBP 203.2 million, representing an increase of 9.72 per cent. compared to reported revenue of GBP 185.2 million for the six-month period ended 30 June 2022. Adjusted Operating Profit for the period was GBP 54.8 million, compared to GBP 42.6 million. for the six month period ended 30 June 2022, and Adjusted Diluted Earnings Per Share were 16.8 pence, compared to 14 pence for the six month period ended 30 June 2022.

Award holders in the Company Equity Plans will be contacted as soon as reasonably practicable following the date of this document regarding the effect of the Scheme on their Awards. A summary of the effect of the Transaction on such Awards is as follows:

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The Scheme will apply to any Abcam Shares which are issued pursuant to Awards (and no longer subject to forfeiture restrictions) before the Scheme Record Time. Any Abcam Shares allotted or issued to satisfy Awards after the Scheme Record Time will, subject to the Scheme becoming Effective and the proposed amendments to the Abcam Articles being approved at the General Meeting, be acquired by the Purchaser or its nominee(s) in exchange for the Consideration for each Abcam Share so acquired.

Following the Effective Date, any Abcam Shares subject to or issued in connection with the exercise of any Awards will be immediately acquired by the Purchaser or its nominee(s) from the relevant Award holder in exchange for the Consideration for each Abcam Share so acquired.

Any Consideration payable to Award holders in the Company Equity Plans will be paid to them in accordance with the terms of the Scheme, subject to any arrangements that are required to be put in place by the Company to effect the payment of any applicable exercise price pertaining to the Award and any income tax and/or social security contributions that arise in connection with the Award. The Company may, subject to receiving prior written consent from the Purchaser, determine that vested Awards under the LTIP, AGP, PGIP and DSA will be cash settled by the Company at the offer price of USD 24.00 per Abcam Share subject to the applicable Award less deductions for applicable exercise price and any income tax and/or social security contributions that arise in connection with the Award, in accordance with the rules of the applicable Company Equity Plan.

Further information in respect of the proposed amendments to the Abcam Articles in connection with the Scheme is contained in paragraph 9(d) below and in the Notice of General Meeting which is set out at pages x to xiv of this document.

Management incentivisation

Following completion of the Transaction, the Purchaser will analyse the management, governance and incentive structure of the Company. Danaher believes that the ongoing participation of senior management of the Company is very important to the future success of the Company. The Purchaser acknowledges that certain employees (but not any executive director or member of the Abcam executive leadership team) have received an extension to their notice period which will apply if their employment is terminated by the Company without cause prior to 30 June 2024 or if they resign from employment following completion of the Transaction in circumstances where their role or status has materially diminished. The Purchaser has also accepted the existing retention arrangements put in place by the Company with respect to certain other employees (but not any executive director or member of the Abcam executive leadership team), which include retention bonuses calculated by reference to the relevant employee’s annual salary which will become payable on or around 30 June 2024, subject to the employee continuing in employment and in good standing. Certain other employees have received both extensions to their notice periods and retention bonuses. In addition, the Purchaser has agreed that the Company may make PGIP Top-Up awards of up to an aggregate maximum amount of USD 7 million to certain PGIP participants who did not receive a PGIP Award at 14 July 2021 (i.e., excluding the Executive Officers as well as other senior leaders who received a PGIP Award at that time), and separately, further cash retention awards to Company employees, other than the Executive Officers, up to an aggregate maximum amount of USD 3 million.

Furthermore, in order to promote the retention of certain senior Abcam employees (including the Executive Officers) following the Effective Date, the Purchaser has agreed that, as soon as practicable after the Effective Date, it will grant the PGIP Bonus to each participant in the PGIP who is an Abcam employee on the date the PGIP Bonus is granted. The potential value of each participant’s PGIP Bonus will be calculated by reference to an agreed formula with a maximum payout equal to the value of the portion of the participant’s PGIP Award that lapses in connection with the Transaction on the date of the Court Order being granted (less the value of any PGIP Top-Up paid to them by the Company, if applicable).

Insofar as is possible, the aggregate value of (i) the consideration payable with respect to Abcam Shares subject to the portion of a participant’s PGIP Award that vests in connection with the Transaction (including

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any PGIP Top-Up award that was awarded to the participant), plus (ii) their PGIP Bonus payable after the 2024 performance period, is designed to result in total PGIP-related entitlements for each participant that are substantially the same as those that would have been received by each participant had the Transaction not occurred (based on the offer price of USD 24.00 per Scheme Share and all else being equal), ensuring a continued link to Abcam’s 2024 performance, rather than operating as an incremental award above and beyond a participant’s existing entitlements under the PGIP.

As explained in paragraph 5 of Part I (Letter from the Chairman of Abcam plc) of this document, this arrangement regarding PGIP Bonuses was negotiated and agreed between Abcam, based on a proposal approved by the Remuneration Committee, and Danaher, and approved by the Abcam Board, in each case after the offer price of USD 24.00 per Scheme Share and other principal terms of the Transaction had been agreed between the parties. The arrangement is intended to support the incentivisation and retention of the relevant senior Abcam employees and the Abcam Board therefore concluded that such arrangement was in the best interests of the Company.

It is intended that the Transaction will be effected by way of the Scheme. The Scheme is an arrangement made between Abcam and the Scheme Shareholders under Part 26 of the Companies Act. The provisions of the Scheme are set out in full in Part VIII (The Scheme of Arrangement) of this document. The Scheme involves an application by Abcam to the Court to sanction the Scheme pursuant to which the Scheme Shares will be transferred to the Purchaser or its nominee(s) in consideration for which Scheme Shareholders on the register of members of Abcam at the Scheme Record Time will receive the Consideration. The transfer of the Scheme Shares to the Purchaser or its nominee(s), provided for in the Scheme, will result in the Danaher Group owning the entire issued share capital of the Company (directly or indirectly).

Prior to the Scheme Record Time, Abcam may allot and issue Abcam Shares pursuant to the vesting and/or exercise of Awards under the Company Equity Plans. Abcam will not issue any shares after the Scheme Record Time until the Scheme has become Effective.

The expected timetable of principal events for the Transaction and Scheme is set out on page xv of this document. It is currently expected that the Scheme will become Effective in the first half of 2024, subject to the satisfaction or (where applicable) waiver of all the relevant Conditions.

The Scheme is subject to the approval of Scheme Shareholders at the Court Meeting. As at the Latest Practicable Date, there were 224,956,221 Scheme Shares issued and outstanding, held by 440 shareholders (including brokers, banks and other nominees).

As at the Latest Practicable Date, Danaher beneficially owned 5,194,897 Abcam ADSs representing Abcam Shares which constituted 2.26 per cent. of the issued share capital of Abcam. Such Abcam Shares in which Danaher or a member of the Danaher Group is interested will not be eligible to be voted on the resolution at the Court Meeting to approve the Scheme and the Scheme will not apply to such Abcam Shares.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. Scheme Shareholders are therefore urged to complete and return a Form of Proxy, make an electronic appointment of a proxy or submit a proxy via CREST as soon as possible.

In addition, the Transaction will require the approval of the Resolution by the Abcam Shareholders at the General Meeting. The General Meeting has been convened to consider and, if thought fit, to authorise the Abcam Directors to implement the Scheme and to approve the adoption of certain amendments to the Abcam Articles in accordance with the Scheme and in the manner described in paragraph (d) below. The General Meeting will be held shortly after the Court Meeting.

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Scheme Shareholders and Abcam Shareholders are advised to ONLY use the BLUE Form of Proxy approved by the Court and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in this document, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

The Court Meeting has been convened for 2.00 p.m. on 6 November 2023 for Scheme Shareholders to consider and, if thought fit, approve the Scheme.

At the Court Meeting, voting will be by poll (and not a show of hands) and each Scheme Shareholder present, in person or by proxy, will be entitled to one vote for each Scheme Share held as at the Scheme Voting Record Time. The approval required at the Court Meeting is a majority in number of the Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, either in person or by proxy.

Entitlement to attend, speak and vote at the Court Meeting and the number of votes which may be cast at the Court Meeting will be determined by reference to the register of members of Abcam at the Scheme Voting Record Time. Scheme Shareholders whose names appear on the register of members of Abcam at 6.30 p.m. (U.K. Time) on 2 November 2023 or, if the Court Meeting is adjourned, on the register of members at 6.30 p.m. (U.K. Time) on the date that is 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the date set for the adjourned meeting, shall be entitled to attend and speak and vote at the Court Meeting in respect of the number of Scheme Shares registered in their name at the Scheme Voting Record Time.

In addition to the Court Meeting, the General Meeting has been convened for 2.15 p.m. on 6 November 2023, or if later, as soon after that time as the Court Meeting has been concluded or adjourned, for Abcam Shareholders to consider and, if thought fit, pass, the Resolution to approve (i) giving the Abcam Board authority to take all necessary action to carry the Scheme into effect, and (ii) amending the Abcam Articles in connection with the Scheme.

Voting on the Resolution will be by poll, and each Abcam Shareholder present, in person or by proxy, will be entitled to one vote for every Abcam Share held as at the Scheme Voting Record Time. The approval required for the Resolution to be passed is at least 75 per cent. of the votes cast (in person or by proxy) on the Resolution.

The quorum for the General Meeting will be two or more Abcam Shareholders who held shares as at the Scheme Voting Record Time present in person or by proxy.

Entitlement to attend, speak and vote at the General Meeting and the number of votes which may be cast at the General Meeting will be determined by reference to the register of members of Abcam at the Scheme Voting Record Time. Abcam Shareholders whose names appear on the register of members of Abcam at 6.30 p.m. (U.K. Time) on 2 November 2023 or, if the General Meeting is adjourned, on the register of members at 6.30 p.m. (U.K. Time) on the date that is 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the date set for the adjourned meeting, shall be entitled to attend and speak and vote at the General Meeting in respect of the number of Abcam Shares registered in their name at the Scheme Voting Record Time.

You will find the Notices of the Court Meeting and of the General Meeting set out on pages vii to ix (Notice of Court Meeting) and pages x to xiv (Notice of General Meeting) of this document, respectively.

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Under the Companies Act, the Scheme also requires the sanction of the Court.

The Court Hearing to sanction the Scheme is currently expected to take place in the first half of 2024. All Abcam Shareholders are entitled to attend the Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

The Scheme will become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is currently expected to occur in the first half of 2024. It is intended that Abcam will be re-registered as a private limited company shortly afterwards.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including any Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme at the Court Meeting or against the Resolution at the General Meeting. Unless the Scheme becomes Effective by the Long Stop Date, it will lapse and the Transaction will not proceed.

The Resolution to be proposed at the General Meeting contains provisions to amend the Abcam Articles to ensure that any Abcam Shares issued (other than to any member of the Purchaser Group or a nominee of any such person) after the Scheme Record Time as a result of the vesting and/or exercise of Awards under the Company Equity Plans will be transferred to the Purchaser (or as it may direct) for the same consideration as is payable to Scheme Shareholders under the Scheme.

The Scheme contains a provision for Abcam and the Purchaser to jointly consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition which the Court may think fit to approve or impose. The Court would be unlikely to approve any modification of, or additions to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances.

The Transaction is subject to the Conditions and further terms set out in full in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document.

The Conditions include antitrust clearances in the United States, China, Germany and Austria. The Conditions also include, among other things:

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At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, it is currently expected that the Transaction will become Effective in the first half of 2024.

If any Condition is not capable of being satisfied by the date specified therein, Danaher shall make an announcement through a national news wire service as soon as practicable and, in any event, by no later than 7.00 a.m. (Eastern Time) on the Business Day following the date so specified, stating whether Danaher or the Company (as applicable) has invoked that Condition, waived that Condition or, with the agreement of the other party, specified a new date by which that Condition must be satisfied. Further details on the Conditions are set out in Part III (Conditions to and Further Terms of the Scheme and the Transaction) of this document.

Neither the Purchaser nor Danaher may elect to implement the Transaction by way of an Offer at any time without Abcam’s prior written consent (to be granted in Abcam’s sole discretion).

Summaries of the offer-related arrangements entered into in connection with the Transaction are set out in paragraph 8 of Part V (Additional Information) of this document.

Details of the interests of the Abcam Directors in Abcam Shares and Awards granted under the Company Equity Plans are set out in paragraph 4 of Part V (Additional Information) of this document.

Save as set out in this document, the effect of the Scheme on the interests of the Abcam Directors does not differ from its effect on like interests of any other Scheme Shareholder.

Delisting of Abcam Shares

Prior to the Scheme becoming Effective, a request will be made by Abcam to Nasdaq to suspend trading of, and de-list, the Abcam ADSs on Nasdaq, to take effect on, or shortly after, the Effective Date. As of the Effective Date, the Abcam ADS program will be terminated. Subsequently, the Abcam ADSs and Abcam Shares will be deregistered under the U.S. Exchange Act.

As soon as practicable after the Effective Date and after the termination of the Abcam ADS program and cancellation of the listing and admission to trading of the Abcam ADSs on Nasdaq, it is intended that Abcam will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Subject to the Scheme becoming Effective (and except as provided in paragraph 16 of this Part II (Explanatory Statement) in relation to certain Overseas Shareholders), settlement of the Consideration to which any Scheme Shareholder is entitled under the Scheme will be effected in the following manner:

As soon as reasonably practicable following the Effective Time, and in any event within two Business Days after the Effective Time, the Purchaser shall deposit, or procure the deposit, with the Paying Agent, for the benefit of the Scheme Shareholders (other than the Depositary Shareholder), cash in an amount equal to the aggregate amount of Consideration due in respect of the Residual Scheme Shares.

Where, at the Scheme Record Time, a Scheme Shareholder holds Residual Scheme Shares in uncertificated form, the Consideration to which such Scheme Shareholder is entitled will be transferred to such person through CREST by the Purchaser procuring, via the Paying Agent, the creation of an assured payment obligation in favour of the appropriate CREST account as

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soon as practicable after the Effective Time and in any event not later than five Business Days after the Effective Time.

As from the Scheme Record Time, each holding of Residual Scheme Shares credited to any stock account in CREST will be disabled and all Residual Scheme Shares will be removed from CREST.

Danaher and the Purchaser reserve the right to pay all, or any part of, the Consideration referred to above in the manner referred to in sub-paragraph (ii) below if, in the reasonable opinion of the Purchaser, it is reasonably necessary to do so.

Where, at the Scheme Record Time, a Scheme Shareholder holds Residual Scheme Shares in certificated form, settlement of the Consideration will be by way of cheque despatched by post, as soon as practicable after the Effective Time, and in any event not later than five Business Days after the Effective Time, to the applicable Scheme Shareholders entitled thereto at their respective registered addresses as appearing in the register of members of the Company at the Scheme Record Time. Alternatively, if the amount payable to a Scheme Shareholder exceeds USD 1,000,000, the Purchaser reserves the right to make arrangements with such Scheme Shareholder for electronic payment of such amount in lieu of a cheque.

All cheques delivered by the Paying Agent will be in U.S. dollars. Cheques will be payable to the Scheme Shareholder concerned or, in the case of joint holders, the Purchaser reserves the right to make the cheque payable to the holder whose name stands first in the register of members of Abcam. Cheques will be despatched as soon as practicable after the Effective Time, and in any event within five Business Days of the Effective Time, to the person entitled thereto at the address as appearing in the register of members of Abcam at the Scheme Record Time. None of Abcam, the Purchaser, any member of the Purchaser Group, any DR Nominee nor the Paying Agent or any of their respective agents or nominees shall be responsible for any loss or delay in the transmission of any cheques or payments, and such cheques shall be sent entirely at the risk of the person entitled thereto.

Where Residual Scheme Shares are issued or transferred pursuant to the Company Equity Plans after the sanction of the Scheme by the Court and prior to the Scheme Record Time, settlement of any Consideration payable in respect of those Residual Scheme Shares shall be paid as soon as practicable following the Effective Date, via payroll as shall be determined by the Company to facilitate any required deductions for income tax and employee National Insurance contributions (and equivalent in other jurisdictions).

As soon as reasonably practicable following the Effective Time, and in any event within two Business Days after the Effective Time, the Purchaser shall deposit, or procure the deposit, with the Depositary Shareholder (or its nominee(s)) cash in an amount equal to the aggregate amount of the Consideration due in respect of the Deposited Scheme Shares and the Depositary Fee Amount. Such Consideration shall then be settled by the Depositary subject to and in accordance with the terms of the Deposit Agreement, as further explained in paragraph 14(d) of this Part II (Explanatory Statement). The Depositary Fee Amount shall be retained by the Depositary.

All documents and remittances sent to, or from, by or on behalf of Scheme Shareholders will be sent entirely at their own risk. On the Effective Date, each certificate representing a holding of Scheme Shares will cease to be a valid document of title and should be destroyed or, at the request of Abcam, delivered to Abcam, or to any person appointed by Abcam to receive the same. At the Scheme Record Time entitlements to Scheme Shares held within CREST will be disabled and all Scheme Shares will be removed from CREST.

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Settlement of the Consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Danaher or the Purchaser might otherwise be, or claim to be, entitled against such Scheme Shareholder.

Abcam ADS Holders will not be entitled to attend the Court Meeting or General Meeting in person or vote directly on the Transaction. Instead, Abcam has requested that the Depositary delivers to Abcam ADS Holders on the Abcam ADS Register as of the Abcam ADS Voting Record Time a notice of (or notices for) the Court Meeting and the General Meeting, and Abcam ADS Holders as of the Abcam ADS Voting Record Time will have the right to instruct the Depositary how to vote the Scheme Shares represented by their Abcam ADSs at the Court Meting and the Abcam Shares represented by their Abcam ADS at the General Meeting, subject to and in accordance with the terms of the Deposit Agreement, a copy of which is available free of charge at the SEC’s website at www.sec.gov or by directing a request to Morrow Sodali using the helpline or email address set out on page xix of this document.

On the Effective Date, Scheme Shares as at the Scheme Record Time represented by the Abcam ADSs will be transferred to the Purchaser or its nominee(s). As soon practicable after the Effective Time and in any event within two Business Days, the Depositary will, in accordance with the terms of the Scheme, receive a cash amount in U.S. dollars equal to the total amount due by way of Consideration under the terms of the Scheme in respect of all the Deposited Scheme Shares at the Scheme Record Time. The Consideration will then be distributed to Abcam ADS Holders in accordance with the terms of the Deposit Agreement.

Abcam ADS Holders on the Abcam ADS Register as of the Abcam ADS Voting Record Time have been sent or will be sent a BLUE ADS Voting Instruction Card and a Depositary Notice by the Depositary. Such Abcam ADS Holders as of the Abcam ADS Voting Record Time can direct the voting of the Abcam Shares represented by their Abcam ADSs, subject to the terms of the Deposit Agreement.

Abcam ADS Holders on the Abcam ADS Register as at the Abcam ADS Voting Record Time should, if they wish to direct the voting of the Abcam Shares represented by their Abcam ADSs held by the Depositary (or its nominee) at the Court Meeting and General Meeting, sign, complete and return the BLUE ADS Voting Instruction Card in accordance with the instructions printed thereon and in the Depositary Notice received from the Depositary. The BLUE ADS Voting Instruction Card should be returned by mail to Morrow Sodali LLC, Proxy Services Corporation, 10 Drew Court - Unit 3, Ronkonkoma, N.Y. 11779, Attn: Abcam proxy, as soon as possible and, in any event, so as to be received no later than 10.00 a.m. (Eastern Time) on 31 October 2023 or if either the Court Meeting or the General Meeting is adjourned, such later date as may be notified by the Depositary.

Abcam ADS Holders who hold their Abcam ADSs indirectly (through a broker, bank or other nominee) must follow the instructions from such broker, bank or other nominee if they wish to give voting instructions to the Depositary. Providing voting instructions via a broker, bank or other nominee may require the provision of information by a particular deadline, well in advance of the deadline to give the Depositary voting instructions, and therefore you are encouraged to reach out to such broker, bank or other nominee as quickly as possible.

Following timely receipt of valid voting instructions from an Abcam ADS Holder, the Depositary shall endeavour, insofar as practicable and permitted under the provisions of, or governing, the Abcam Shares represented by Abcam ADSs, to vote or cause its nominee to vote (by means of the appointment of a proxy or otherwise) such Abcam Shares represented by the Abcam ADSs in respect of which instructions have been received in accordance with those instructions, subject to the terms and conditions of the Deposit Agreement.

Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following

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the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

Abcam ADS Holders who wish to attend or vote directly (whether in person or by proxy) at the Court Meeting or the General Meeting must elect to become a registered shareholder by surrendering some or all of their Abcam ADSs to the Depositary in exchange for the Abcam Shares represented by those Abcam ADSs, in accordance with the terms and conditions of the Deposit Agreement, so as to become a registered holder of Abcam Shares prior to the Scheme Voting Record Time. Pursuant to the terms of the Deposit Agreement, the Depositary is entitled to receive a cancellation fee of $5.00 per 100 Abcam ADSs cancelled, rounded up to the nearest one hundred Abcam ADSs, from each Abcam ADS Holder who cancels some or all of their Abcam ADSs.

Abcam ADS Holders who take such steps (as described below) to cancel their Abcam ADSs and become an Abcam Shareholder before the Scheme Voting Record Time will have the right to attend both of the Abcam Shareholder Meetings (in person or by proxy) and/or, if they are an Abcam Shareholder at the time of the Court Hearing, be represented by counsel to support or oppose the sanctioning of the Scheme at the Court Hearing.

In order to surrender Abcam ADSs and withdraw the underlying Abcam Shares prior to the Scheme Voting Record Time, Abcam ADS holders are advised to present their Abcam ADSs (and, to the extent that such Abcam ADSs are certificated, the certificates evidencing such Abcam ADSs) to the Depositary for cancellation as soon as possible (subject to the relevant Abcam ADS Holder’s compliance with the terms of the Deposit Agreement and payment of the Depositary’s fees), together with:

If you hold Abcam ADSs indirectly through a broker, bank or other nominee you should promptly contact your broker, bank or nominee to find out what actions are required to cancel the Abcam ADSs. If this applies to you, we encourage you to consult your broker, bank or nominee as soon as possible.

Once the Depositary Shareholder has received the relevant cash amount in U.S. dollars, each Abcam ADS Holder will receive (upon surrender of their Abcam ADSs to the Depositary) their pro rata portion of the cash in U.S. dollars, net of applicable withholding taxes. Abcam ADS Holders who hold their Abcam ADSs in certificated form will, on or after the Effective Date, receive letters of transmittal from the Depositary with an explanation on how to surrender the Abcam ADSs to the Depositary. Abcam ADS Holders must complete, sign and return the letter of transmittal, together with their Abcam ADS certificates, to receive any Consideration to which they are entitled. Abcam ADS Holders who hold their Abcam ADSs in uncertificated form will automatically receive Consideration to which they are entitled and do not need to take any further action. Payments to Abcam ADS Holders who are directly registered on the books of the Depositary will be made by cheques mailed by the Depositary to the address the Depositary has in its records for such registered holder.

Any Abcam ADS Holders who hold their Abcam ADSs indirectly through a bank, broker, or other nominee within DTC, will receive credit of the funds to their account from their bank, broker or other nominee. The Depositary will remit the applicable funds (net of applicable withholding taxes) to DTC, and DTC will, in turn, credit the Abcam ADS Holder’s bank, broker, securities intermediary or share plan administrator.

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The Purchaser will bear all fees, charges and expenses that the Abcam ADS Holders are required to bear under the Deposit Agreement in connection with the Transaction, including the ADS Cancellation and Distribution Fees, and therefore the Depositary will not deduct such amounts from the amounts paid to Abcam ADS Holders.

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

This document has been prepared for the purposes of complying with English law 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 of jurisdictions outside the United Kingdom.

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.

The availability of the Transaction to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are located. Overseas Shareholders should inform themselves about and should observe any applicable legal or regulatory requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance 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.

The release, publication or distribution of this document and/or any accompanying documents in or into or from jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Abcam Shares with respect to the Scheme at the Abcam Shareholder Meetings, or to appoint another person as proxy may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person or any other failure to satisfy any applicable laws, regulations or requirements.

Unless otherwise determined by Danaher, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Transaction (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

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Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable legal and regulatory requirements.

Copies of this document and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction.

Neither this document nor the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. Nothing in this document or the accompanying documents should be relied upon for any other purpose.

This document and the accompanying documents have been prepared for the purposes of complying with English law 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 of jurisdictions outside the United Kingdom. Overseas Shareholders should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme for their particular circumstances.

All Abcam Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this document and its accompanying documents to any jurisdiction outside the United Kingdom, should seek appropriate independent professional advice before taking any action.

The Transaction is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act. If, in the future, the Company consents to the Transaction being implemented by way of an Offer, subject to the terms of the Transaction Agreement, and determines to extend the Offer into the U.S., the Transaction will be made in compliance with applicable U.S. laws and regulations.

It may be difficult for U.S. Abcam Shareholders and Abcam ADS Holders to enforce their rights and any claim arising out of the U.S. securities laws. Due to the fact that Abcam is located in a country outside of the U.S., and some or all of its officers and directors are residents of countries outside of the U.S. Abcam Shareholders and Abcam ADS Holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain Abcam Shareholders is set out in paragraph 6 of Part V (Additional Information) of this document.

That summary does not constitute tax advice and does not purport to be a full analysis of all potential United Kingdom and United States tax consequences of the Transaction. Abcam Shareholders who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of the United Kingdom and the United States, are strongly advised to contact an appropriate independent professional adviser immediately.

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You will find enclosed with this document:

Abcam Shareholders:

If you have not received these documents, please contact the Company’s registrars, Equiniti, by calling the applicable helpline or by emailing the applicable address set out on page xix of this document.

Abcam ADS Holders:

If you have not received these documents, please contact the Company’s proxy solicitor, Morrow Sodali, by calling the applicable helpline or by emailing the applicable address set out on page xix of this document or contact your broker, bank or other nominee.

Scheme Shareholders and Abcam Shareholders are advised to ONLY use the BLUE Form of Proxy approved by the Court and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in this document, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted. Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted. PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

Abcam Shareholders

Whether or not you intend to attend the Court Meeting and/or the General Meeting, please complete and sign both Forms of Proxy in accordance with the instructions printed thereon and return them (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) to Equiniti at Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, United Kingdom, either (i) by post, or (ii) during normal business hours only, by hand, in either case to be received no later than 2.00 p.m. (U.K. Time) on 2 November 2023 in the case of the BLUE Form of Proxy for the Court Meeting and 2.15 p.m. (U.K. Time) on 2 November 2023 in the case of the YELLOW Form of Proxy for the General Meeting, or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) before the time fixed for the holding of the adjourned meeting. Your vote will be cast as specified on the applicable Form of Proxy.

If not so lodged, BLUE Forms of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) may be (i) handed to representatives of Equiniti or the Chairman of the Court Meeting before the start of the Court Meeting, or (ii) scanned and emailed to Equiniti and received before the start of that meeting at the following email address proxyvotes@equiniti.com, and will still be valid. However, in the case of the General Meeting, unless the YELLOW Form of Proxy is lodged so as to be received by 2.15 p.m. (U.K. Time) on 2 November 2023, it will be invalid. The completion and return of the Forms of Proxy or transmittal of a CREST Proxy Instruction will not prevent you from attending the Court Meeting or the General Meeting and voting in person, if you so wish and are so entitled.

If you hold your Abcam Shares in uncertificated form (that is, in CREST) you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes for the Notice of General Meeting set out at pages x to xiv of this document).

Proxy appointments may be submitted electronically by logging on to www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than the applicable deadline set out above.

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Proxies submitted via CREST (under CREST participant ID RA19) or electronically through the Equiniti website must be received by Equiniti not later than 2.00 p.m. (U.K. Time) on 2 November 2023 in the case of the Court Meeting and 2.15 p.m. (U.K. Time) on 2 November 2023 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is a non-working day in the United Kingdom) prior to the time and date set for the adjourned meeting).

Notices convening the Court Meeting and the General Meeting are set out on pages vii to ix (Notice of Court Meeting) and pages x to xiv (Notice of General Meeting) of this document, respectively.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Scheme Shareholders are reminded that, at the Court Meeting, the Scheme must be approved by a majority in number of Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting.

Therefore, whether or not you plan to attend the Abcam Shareholder Meetings, Scheme Shareholders and Abcam Shareholders are urged to complete and sign the enclosed BLUE and YELLOW Forms of Proxy, respectively, or deliver their respective proxy appointments or voting instructions by one of the other methods mentioned above, as soon as possible and in any event prior to the deadlines set out above.

If you have any queries relating to this document or the completion and return of the Forms of Proxy, please call the Company’s registrars, Equiniti, by calling on +44 (0) 371 384 2050. Lines are open 8.30 a.m. to 5.30 p.m. (U.K. Time), Monday to Friday, excluding public holidays in England and Wales.

Calls will be charged at the standard geographic rate and will vary by provider. International calls will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti operators cannot provide advice on the merits of the Scheme or the Transaction or give any financial, legal, investment or tax advice.

Abcam ADS Holders

Abcam ADS Holders are not entitled to vote directly at the Court Meeting or the General Meeting. Instead, Abcam ADS holders on the Abcam ADS Register as at the Abcam ADS Voting Record Time will be eligible to provide the Depositary with voting instructions for the Abcam Shareholder Meetings, subject to the terms and conditions of the Deposit Agreement, and will be sent a Depositary Notice and a BLUE ADS Voting Instruction Card. The BLUE ADS Voting Instruction Card must be completed and returned in accordance with the instructions printed thereon so that it is received by no later than 10.00 a.m. (Eastern Time) on 31 October 2023, or, if either the Court Meeting or the General Meeting is adjourned, such later date as may be notified by the Depositary.

Holders of Abcam ADSs who hold their Abcam ADSs indirectly through a broker, bank, trust company or other nominee must rely on the procedures of such broker, bank, trust company or other nominee in order to assert the rights of an Abcam ADS Holder to issue voting instructions to the Depositary. If this applies to you, we encourage you to consult your broker, bank, trust company or other nominee as soon as possible. Please vote in accordance with the instructions sent to you by your broker, bank, trust company or other nominee as soon as possible.

The Depositary will collate all votes properly and timely submitted by Abcam ADS Holders and will submit a vote on behalf of all such holders.

If you are an Abcam ADS Holder and you wish to vote directly (whether in person or by proxy) at the Court Meeting or the General Meeting, you must elect to become a registered shareholder by surrendering some or all of your Abcam ADSs to the Depositary to withdraw the Abcam Shares represented by those Abcam ADSs, in accordance with the terms and conditions of the Deposit Agreement, so as to become a registered holder of Abcam Shares prior to the Scheme Voting Record Time. In order to surrender some or all of your Abcam ADSs and withdraw the underlying Abcam Shares if you hold Abcam ADSs indirectly through a

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broker, bank, trust company or other nominee you should contact your broker, bank, trust company or other nominee to make the necessary arrangements to ensure the necessary processing can be completed in time. Pursuant to the terms of the Deposit Agreement, the Depositary is entitled to receive a cancellation fee of $5.00 per 100 Abcam ADSs cancelled, rounded up to the nearest one hundred Abcam ADSs, from each Abcam ADS Holder who cancels some or all of their Abcam ADSs.

Abcam ADS Holders who have any questions or require any assistance in submitting their voting instructions, should contact the Company’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 or by emailing ABCM@info.morrowsodali.com.

The terms of the Scheme are set out in full in Part VIII (The Scheme of Arrangement) of this document. Your attention is also drawn to the further information contained in Part III (Conditions to and Further Terms of the Scheme and the Transaction), Part IV (Financial Information) and Part V (Additional Information) of this document.

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PART III

CONDITIONS TO AND FURTHER TERMS OF THE SCHEME AND THE TRANSACTION

Part A

Conditions to the Scheme and the Transaction

The Transaction is conditional upon the Scheme becoming unconditional and becoming Effective by the Long Stop Date.

Conditions to the obligations of each Party

Conditions to the obligations of the Purchaser and Danaher

in each case (other than with respect to the warranties in paragraphs 2 (Corporate Existence and Power), 3 (Corporate Authorisation), 4 (Insolvency), 5 (Governmental Authorisation) and 8 (Subsidiaries) of Schedule 4 of the Transaction Agreement, which must have been true and correct as of the date of the Transaction Agreement and as of the Effective Date in all material respects, and with respect to the warranties in paragraph 7 (Capitalisation) of Schedule 4 of the Transaction Agreement, which must have been true and correct in all respects as of the date stated therein except for de minimis inaccuracies), except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as

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to “materiality” or Company Material Adverse Effect set out in such representations and warranties) has not

had and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect;

Conditions to the obligations of the Company

in each case (other than with respect to the warranties in paragraphs 1 (Corporate Existence and Power), 2 (Corporate Authorisation), 3 (Insolvency) and 4 (Governmental Authorisation) of Schedule 5 of the Transaction Agreement, which must be true and correct as of the Effective Date in all material respects), except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or Parent Material Adverse Effect set out in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;

Part B

Waiver of the Conditions

The Transaction and the Scheme are subject to the satisfaction (or waiver, if permitted) of the Conditions in Part A of this Part III (Conditions to and further terms of the Scheme and the Transaction), and to certain further terms set out in Part D of this Part III (Conditions to and further terms of the Scheme and the Transaction), and to the full terms and conditions set out in this document.

Part C

Implementation by way of an Offer

Neither the Purchaser nor Danaher may elect to implement the acquisition of the entire issued and to be issued share capital of the Company as contemplated by the Transaction Agreement by means of an Offer at any time without the Company’s prior written consent (to be granted in the Company’s sole discretion).

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Part D

Certain further terms of the Transaction

The Transaction will lapse if the Scheme does not become Effective by the Long Stop Date.

The availability of the Transaction to persons not resident in the U.K. or U.S. may be affected by the Laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the U.K. or U.S. should inform themselves about, and observe, any applicable requirements. Abcam Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay and observe any applicable requirements.

The Transaction will be governed by the laws of England and Wales and be subject to the exclusive jurisdiction of the English courts.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

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PART IV

FINANCIAL INFORMATION

The following sets out financial information in respect of Abcam. The documents referred to below, the contents of which have previously been filed with the SEC, are incorporated into this document by reference:

No incorporation of website information

Save as expressly referred to herein, neither the content of Abcam’s website nor the contents of any website accessible from hyperlinks from Abcam’s website, is incorporated into, or forms part of, this document.

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PART V

ADDITIONAL INFORMATION

The registered office of Abcam and the business address of each of the Abcam Directors is Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX, United Kingdom.

The registered office of the Purchaser and the business address of the Purchaser Director is Unit 4, Blythe Valley Innovation Centre Central Boulevard, Blythe Valley Business Park, Solihull, B90 8AJ, United Kingdom.

Set out below are the Closing Prices of Abcam ADSs as derived from Nasdaq on:

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In considering the unanimous recommendation of the Abcam Board that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Abcam Shareholders vote in favour of the Resolution at the General Meeting, you should be aware that aside from their interests as Abcam Shareholders and/or Abcam ADS Holders, Abcam’s Directors, including the Executive Officers, have interests in the Transaction that may be different from, or in addition to those of Abcam Shareholders and Abcam ADS Holders generally. Members of the Abcam Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Transaction Agreement and the Transaction and in unanimously recommending the Transaction. See paragraph 6 of Part I (Letter from the Chairman of Abcam plc) of this document. These interests are described in more detail and certain of them are quantified in the narrative below.

Treatment of Abcam Director and Executive Officer Awards

Any Awards held by Abcam Directors, including the Executive Officers, will, in the context of the Transaction, be treated in the manner described in paragraph 8 of Part II (Explanatory Statement) of this document.

The following table sets out the number of Abcam Shares subject to unvested Awards held by each Abcam Director, including the Executive Officers, as at the Latest Practicable Date. The table separately quantifies the value of such unvested awards using a price per share of USD 24.00 (which is the Consideration per Scheme Share provided for under the Scheme) net of applicable exercise prices. The quantification below does not take into account the impact of the 280G Provisions (as described further below).