Takeover Offers

City of BristolBS99 6AH51.423232-2.630551COMPANIES ACT 2006Companies Act 20062019-12-062019-12-09TSO (The Stationery Office), customer.services@thegazette.co.uk344559462849

NOTICE OF RECOMMENDED CASH OFFER BY RECIPHARM HOLDINGS LIMITED ("RECIPHARM"), A DIRECT WHOLLY-OWNED SUBSIDIARY OF RECIPHARM AB, FOR CONSORT MEDICAL PLC ("CONSORT") PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:

(a) by means of an offer document dated and posted on 6 December 2019 (the "Offer Document"), Recipharm is making a recommended cash offer to acquire the entire issued and to be issued share capital of Consort (the "Offer"). Subject to the Offer becoming, or being declared, unconditional in all respects, each Consort Shareholder who validly accepts the Offer will receive 1,010 pence in cash for each Consort Share; and

(b) a copy of the Offer Document and the Form of Acceptance relating to the Offer can be inspected on Recipharm's website at www.recipharm.com/investor-relations.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of Consort Shareholders holding Consort Shares in certificated form, the Form of Acceptance. This notice alone does not constitute and must not be construed as an offer. Consort Shareholders who accept the Offer may rely only on the Offer Document and, in the case of Consort Shareholders holding Consort Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer.

Unless otherwise determined by Recipharm or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within any Restricted Jurisdiction.

Accordingly, unless otherwise determined by Recipharm or required by the Takeover Code and permitted by applicable law and regulation, copies of the Offer Document and formal documents relating to the Acquisition will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons reading this notice or receiving the Offer Document (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this notice, the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The Acquisition relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Acquisition will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by Recipharm and no one else.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Lazard & Co., Limited, Peel Hunt LLP and their respective affiliates may continue to act as exempt fund managers, principal traders or exempt market makers in relation to Consort Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Recipharm, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Consort securities other than pursuant to any such Offer, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States before or during the period in which the Offer remains open for acceptance (or, if the Offer is implemented by way of a scheme, until the date on which the scheme becomes effective, lapses or is otherwise withdrawn). To the extent required by Rule 14e 5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Neither the United States Securities and Exchange Commission nor any United States state securities commission has approved or disapproved of the Acquisition, or passed comment upon the adequacy or completeness of this document. Any representation to the contrary is a criminal offence in the United States.

The Offer is made by means of the Offer Document and is made in respect of all Consort Shares (issued and to be issued), including those held by persons to whom the Offer Document is not being despatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched who hold, or who are entitled to have allotted or issued to them, Consort Shares. Such persons may request hard copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent at Computershare, Corporate Actions Projects, Bristol, BS99 6AH or between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on 0370 702 0000 from within the UK (or on +44 370 702 0000 if calling from outside the UK) with an address to which the hard copy may be sent. Calls may be recorded and randomly monitored for security and training purposes.

Terms defined in the Offer Document have the same meaning in this notice.

Recipharm Holdings Limited

9 December 2019