Groupe Fournier

AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR Melbourne, Australia and St. Gallen, Switzerland, 2 August 2022 – CSL Limited (ASX: CSL; USOTC:CSLLY) is pleased to announce it has now received all necessary regulatory clearances for the acquisition of Vifor Pharma AG (Vifor) announced on 14 December 2021. CSL has set the settlement date of the public tender offer for Vifor for 9 August 2022. If the offer conditions that remain in effect until the settlement remain fulfilled until that date, shareholders who accepted the offer will receive the offer price for each share tendered into the offer on the settlement date, subject to the terms of the offer. CSL anticipates that it will hold more than 97% of Vifor shares upon the settlement of the offer and intends to have Vifor apply for the delisting of the Vifor Shares after the settlement. Also, CSL has filed an action to cancel the remaining publicly held Vifor Shares in accordance with Swiss takeover rules. The proceedings are currently suspended and will be resumed after the Settlement. Planning for the integration of Vifor is well advanced. CSL’s Chief Executive Officer and Managing Director, Mr. Paul Perreault said, “We are excited to complete the acquisition of Vifor Pharma - enhancing CSL’s well-established patient focus and ability to protect the health of those facing a range of rare and serious medical conditions. I would like to thank our employees, strategic partners and shareholders who have shown their unwavering support throughout the acquisition process.” “Joining CSL, the Vifor business adds near-term value along with a clear path to long-term sustainable growth. It also adds an outstanding management team, along with a high-value and complementary portfolio of products and market leading position in the nephrology and iron deficiency spaces.” “We are pleased about the regulatory clearance for the transaction”, commented Abbas Hussain, Chief Executive Officer of Vifor Pharma. "As we complete the final steps on the CSL acquisition journey, I am full of confidence that Vifor Pharma will have a successful future as part of a larger, global organization. This will allow us to accelerate growth and to successfully drive multiple product launches as we continue to help even more patients around the world live better, healthier lives.” CSL also advises Mr. Hervé Gisserot, a demonstrated global leader with diverse biopharma experience, has been designated to lead the Vifor business as General Manager upon settlement of the offer. He will report to CSL’s Chief Operating Officer, Dr. Paul McKenzie. Mr. Gisserot is currently the Chief Commercial Officer for Vifor Pharma, joining in January 2022 following 13 years at GlaxoSmithKline where he served in multiple Senior Vice President (SVP) roles, including most recently as SVP & Head of Pharmaceuticals & Vaccines for Greater China & Intercontinental. Prior to that, he held various leadership roles of progressively more responsibility at Sanofi-Aventis, Aventis, Rhone-Poulenc Rorer and Fournier Group. Dr. McKenzie said: “I’m pleased to welcome Hervé to the role of General Manager. With his proven track record of leading high-performing organizations, executing successful product launches across a number of geographies around the world, and delivering profitable growth, we have confidence in his leadership.” Due to the closing of the acquisition, the current CEO Abbas Hussain will leave Vifor Pharma in the coming months. Jacques Theurillat, Chairman of the Board of Vifor Pharma, commented: “On behalf of the company, I would like to thank Abbas Hussain for his commitment and leadership during his tenure at Vifor Pharma. We wish him all the best for the future.” Exemptions from SIX disclosure and publicity obligations Due to the advanced stage of the acquisition process, SIX Exchange Regulation AG granted Vifor Pharma various exemptions from certain disclosure and publicity obligations in a decision dated 29 July 2022, including an exemption from the obligation to publish a Half-Year Report 2022. These exemptions will take effect upon publication of this ad hoc announcement. The relevant parts of the decision of SIX Exchange Regulation AG are as follows: I. Vifor Pharma AG (Issuer) is hereby exempted from the following obligations until the expiry of the period of validity of the Best Price Rule pursuant to Art. 10 para. 1 of the Ordinance of the Swiss Takeover Board of 21 August 2008 on Public Takeover Offers (Takeover Ordinance, TOO), until and including 22 September 2022: a. Publication of the Half-Year Report 2022 (Art. 49 ff. LR in conjunction with art. 10 et seq. Directive on Financial Reporting [DFR] and Directive Regular Reporting Obligations [DRRO]); b. Publication of ad hoc notices (Art. 53 LR in connection with the Directive on Ad Hoc Publicity [DAH]), with the exception of the publication of an ad hoc notice concerning the announcement of the date of delisting of the Issuer's registered shares as soon as such date is determined; c. Disclosure of management transactions (Art. 56 LR); d. Keeping of the corporate calendar (Art. 52 LR); e. Fulfillment of the following regular reporting obligations (Art. 55 LR in conjunction with Art. 9 DRRO): II. The exemptions pursuant to Section I shall commence with the publication of the ad hoc notice in accordance with the requirements in Section VI. III. After the expiry of the Best Price Rule on 22 September 2022, the issuer shall be exempted from the obligations pursuant to Section I until 29 October 2022, if and to the extent that none of the following events has occurred by 22 September 2022 or occurs by 29 October 2022: a. Entry of a minority shareholder or several minority shareholders in the proceedings for cancellation of the issuer's registered shares pursuant to Art. 137 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Foreign Exchange Trading of 19 June 2015 (Financial Market Infrastructures Act, FMIA) before the competent court; b. Withdrawal of the action for cancellation of the issuer's registered shares before the competent court by the plaintiff or by a legal successor; c. Dismissal of the action for cancellation of the issuer's registered shares by the competent court; d. The judgment of the competent court regarding the cancellation of the issuer's registered shares is upheld. Should one of the events pursuant to this Clause a. to d. occur before the expiry of the period of validity of the Best Price Rule, the issuer's obligations pursuant to Section I shall revive immediately after the expiry of the period of validity of the Best Price Rule, i.e. on 23 September 2022. If one of the events pursuant to this Clause a. to d. occurs after the expiry of the period of validity of the Best Price Rule, i.e. by 29 October 2022, the issuer's obligations pursuant to Section I shall be revived immediately. In the event of a revival of the obligations pursuant to Section I, the issuer must publish and submit to SIX Exchange Regulation AG the Half-Year Report 2022 within six weeks of the date of the respective revival of the obligations pursuant to Section I (Art. 50 LR in conjunction with Art. 11 et seq. Art. 11 ff. DFR and Art. 9 para. 2.01 (2) DRRO).