Uniphar : AGM Presentation (uniphar 2026 agm presentation)

Annual General Meeting 2026 Ger Rabbette, CEO

7 May 2026

Agenda

01

2025 Highlights & Outlook

02

03

Q&A Resolutions

3

2025 Highlights & Outlook

4

Uniphar at a glance

200

Supporting 200 multinational pharmaceutical and medtech manufacturers across

4

three divisions

Active in Europe, North America, APAC and MENA

160+

Delivering to 160+ countries

€3.1bn

In 2025, the Group generated

revenue of €3.1bn, gross profit

of €457.7m and EBITDA of €130.9m

€200m

EBITDA target by 2028

At least 80%

of growth to be organic

Solving problems for healthcare

Product approval Pricing and payment

Access key opinion leaders Finding patients

Educating key stakeholders Patient access to products Getting product to patients

Healthcare manufacturers Healthcare stakeholders

Large pharma All of the top 10 are Uniphar clients

Biotech

We are the leading global player in Cell and Gene access

Medtech

Patients

Doctors / consultants

Hospital / retail pharmacies

7 of the top 10

are Uniphar clients

Government & other payors

Regulatory agencies

Financial Highlights

Organic gross profit growth of 9%

Organic EBITDA

growth of 9%

(€7m)

(€1m)

€458m

EPS growth of 21%

FCF

conversion

of 99%1

ROCE of 16.3%

above our 12-

15% target2

Leverage of 1.6x

€428m

M&A FX

7

1. Free cashflow is defined as EBITDA, less investment in working capital, less maintenance capital expenditure, less principal and interest payments on leases, less foreign exchange translation adjustment divided by EBITDA

Our strong track record since IPO

Gross Profit (€m)

EBITDA (€m)

457.7

180.6

2019 2025

Margins (%)

130.9

58.6

2019 2025

Gross margin

14.9

EBITDA margin

4.3

10.8

3.5

2019 2025

2019 2025

24.8

10.1

2019 2025

1. Adjusted EPS has been calculated based on 2025 weighted average shares in issue

Sustainability Highlights

Environment

• Climate Change

• Resource Use & Circular

Economy

Social

• Our People

• Workers in our Supply Chain

  • Our Patients

Governance

• Business Conduct

Uniphar's rating of AAA was reaffirmed

Uniphar ranks 8th

out of 621 healthcare

companies globally

Maintained

CDP 'B' Rating

Infrastructure for €200m EBITDA and beyond

Dublin, Ireland

• LEED Gold standard

  distribution centre

• 330k square feet

• 440,000 ambient storage locations

• 1,200 cold chain pallet positons

• Operational 2026

  North Carolina, US

  
  
  US expansion:

• Modern 65K square feet

  facility

• 3,000 ambient storage locations

• 300 cold chain pallet positions

• Operational 2024

  Lelystad, The Netherlands

  
  
  European expansion:

• BREEAM Excellent standard

  distribution centre

• 85K square feet

• 10,000 ambient storage locations

• 500 cold chain pallet positions

• Operational 2025

  Midlands, UK

  
  
  UK expansion:

• BREEAM Excellent standard

  distribution centre

• 110K square feet

• 10,000 ambient storage locations

• 800 cold chain pallet positions

• Operational 2026

Ambition to deliver €200m EBITDA by 2028

ROCE

12% - 15%

FCF

Conversion At €200m EBITDA

60% - 70%

Group guidance | medium term metrics

>80% organic growth

€200m

M&A

Dividend

Progressive

dividend

Net Bank Debt / EBITDA not to exceed

2.5x

€99m

2022

EBITDA

2028

EBITDA

ambition

Investment Case

2

Greater

capabilities

= bigger opportunities

Clear

pathway

for success

Each

division has an attractive competitive moat

Compelling

market opportunity in all 3 divisions

Strong

track record

Experienced

senior team,

tried and tested

1

Q&A

13

Resolutions

14

Resolutions 1, 2 & 3

1. To receive and consider the financial statements of the Company for the year ended 31 December 2025 together

   with the reports of the Directors and Auditors thereon, and to review the Company's affairs.

2. To declare a final dividend of €3.4 million (being €0.0131 per share) on the Ordinary Shares for the year ended 31

   December 2025, which shall be payable on 16 May 2025 to shareholders on the register at 5 p.m. on 24 April 2026.

3. To re-elect the following Directors (each of which shall be proposed by separate resolution):

   1. Ger Rabbette

   2. Tim Dolphin

      (c ) Paul Hogan

      1. Sue Webb

      2. Jim Gaul

      3. Liz Hoctor

      4. Maurice Pratt

      5. Valerie Sick

      Resolutions 4 & 5

4. To authorise the Directors to fix the remuneration of the Company's Auditors for the year ending 31 December 2026.

5. "That the Directors are hereby unconditionally authorised to exercise all the powers of the Company to allot relevant

   securities (within the meaning of Section 1021 of the Companies Act 2014) up to an aggregate nominal amount of:

   1. €6,921,981.28 (86,524,766 Ordinary Shares), representing approximately 33% of the aggregate nominal value of the

      issued share capital of the Company (excluding treasury shares) as at the date of the Notice of this meeting; and

   2. €13,843,962.56 (173,049,532 Ordinary Shares) (after deducting from such limit any relevant securities allotted under paragraph (a) of this Resolution) being equivalent to approximately 66% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares) as at the date of the Notice of this meeting, provided that (i) they are equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) and (ii) they are offered by way of a rights issue to holders of Ordinary Shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the holders of Ordinary Shares are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on any such record date(s), but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with legal or practical problems in respect of overseas shareholders, fractional entitlements or otherwise.

      The authority hereby conferred shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 months after the passing of this Resolution, whichever is the earlier, provided however that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired."

      Resolution 6

6. "That, subject to the approval of Resolution 5 in the Notice of this meeting, the Directors are hereby empowered pursuant to Sections 1022 and 1023 of the Companies Act 2014 to allot and issue equity securities (as defined in Section 1023 of the Companies Act 2014) for cash pursuant to the authority conferred by the said Resolution 5 and/or to sell Ordinary Shares held by the Company as treasury shares ("treasury shares") for cash as if sub-section (1) of Section 1022 did not apply to any such allotment or sale, provided that this power shall be limited to:

   1. the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer, other invitation or otherwise to or in favour of holders of Ordinary Shares (other than those holders with registered addresses outside Ireland to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) and/or any persons having a right to subscribe for or convert securities into Ordinary Shares (including, without limitation, any person entitled to options under any of the Company's share option schemes and/or share incentive plans for the time being) where the equity securities respectively attributable to the interests of such holders of Ordinary Shares or such persons are proportionate (as nearly as may be) to the respective number of Ordinary Shares held by them or for which they are entitled to subscribe or convert into and subject thereto to the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirement of any recognised body or stock exchange in, any territory;

   2. in addition to the authority conferred by paragraph (a) of this Resolution, the allotment of equity securities or sale of treasury shares up to a maximum aggregate nominal value of €2,076,594.32 (25,957,429 Ordinary Shares) representing approximately 10% of the nominal value of the issued share capital (excluding treasury shares) as at the date of the Notice of this meeting; and

   3. in addition to the authorities conferred by paragraphs (a) and (b) of this Resolution, the allotment of equity securities or sale of treasury shares up to a nominal value equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph

      (b) of this Resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-emption Group in November 2022.

      This authority shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 months after the passing of this Resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired."

      Resolution 7

7. "That, subject to the approval of Resolution 5 in the Notice of this meeting, the Directors are hereby authorised in addition to any authority granted under Resolution 6 in the Notice of this meeting to allot equity securities (as defined in Section 1023 of the Companies Act 2014) for cash pursuant to the authority conferred by the said Resolution 5 and/or to sell Ordinary Shares held by the Company as treasury shares for cash ("treasury shares") as if sub-section (1) of Section 1022 of the Companies Act 2014 did not apply to any such allotment or sale, provided that:

   1. the proceeds of any such allotment or sale are to be used only for the purposes of financing (or re-financing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-emption Group in November 2022;

   2. such authority be limited to the allotment of equity securities or sale of treasury shares up to a nominal value of €2,076,594.32 (25,957,429 Ordinary Shares) representing approximately 10% of the nominal value of the issued share capital (excluding treasury shares) as at the date of the Notice of this meeting; and

   3. such authority be limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (b) of this Resolution) up to a nominal value equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-Emption Group in November 2022.

      This authority shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 months after the passing of this Resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired."

      Resolution 8

8. "That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company is hereby generally authorised to make market purchases and overseas market purchases (each as defined by Section 1072 of the Companies Act 2014) Ordinary Shares on such terms and conditions and in such manner as the Directors may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following restrictions and provisions:

   1. the maximum number of Ordinary Shares authorised to be acquired pursuant to this Resolution shall not exceed 25,957,429 Ordinary Shares representing approximately 10% of the issued share capital (excluding treasury shares) as at the date of the Notice of this meeting;

   2. the minimum price (excluding expenses) which may be paid for any Ordinary Share shall be an amount equal to the nominal value thereof;

   3. the maximum price (excluding expenses) which may be paid for any Ordinary Share (a "relevant share") shall be an amount equal to the greater of:

      1. 105% of the average of the five amounts resulting from determining whichever of the following (A), (B) or (C) specified below in relation to the Ordinary Shares shall be appropriate for each of the five business days immediately preceding the day on which the relevant share is purchased, as determined from the information published by the trading venue where the purchase will be carried out reporting the business done on each of those five business days:

         1. if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

         2. if there shall be only one dealing reported for the day, the price at which such dealing took place; or

         3. if there shall not be any dealing reported for the day, the average of the high and low market guide prices for that day;

            and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the maximum price. If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on The Irish Stock Exchange plc, trading as Euronext Dublin, or in relation to dealings on the London Stock Exchange plc, or their respective equivalents; and

      2. the higher of the price quoted for:

         1. the last independent trade of; and

         2. the highest current independent bid or offer for, Ordinary Shares on the trading venue where the purchase pursuant to the authority conferred by this Resolution will be carried out.

            The authority hereby granted shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 months after the passing of this Resolution, whichever is the earlier, unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority hereby

            Resolution 9

9. "That, for the purposes of Section 1078 of the Companies Act 2014, the re-issue price range at which any treasury shares (as defined in Section 106 of the Companies Act 2014) for the time being held by the Company may be re-issued off-market shall be as follows:

   1. the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120% of the "appropriate price"; and

   2. the minimum price at which a treasury share may be re-issued off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined in the Euronext Dublin Listing Rules) operated by the Company or, in all other cases, an amount equal to 95% of the appropriate price.

      For the purposes of this Resolution the expression "appropriate price" shall mean the average of the five amounts resulting from determining whichever of the following (i), (ii) or (iii) specified below in relation to shares of the class of which such treasury share is to be re- issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re- issued, as determined from information published in the Daily Official List of The Irish Stock Exchange plc, trading as Euronext Dublin, reporting the business done in each of those five business days:

      1. if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

      2. if there shall be only one dealing reported for the day, the price at which such dealing took place; or

      3. if there shall not be any dealing reported for the day, the average of the high or low market guide prices for the day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the appropriate price. If the means of providing the foregoing information as to dealings and prices by reference to which the appropriate price is to be determined is altered or is replaced by some other means, then the appropriate price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on The Irish Stock Exchange plc, trading as Euronext Dublin, or its equivalent.

The authority hereby conferred shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 months after the passing of this Resolution, whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014."

Proxy votes received prior to meeting

21

Thank You

22