Taro Announces Extraordinary General Meeting and Ordinary Class Meeting of Shareholders for Approval of Merger with Sun Pharmaceutical Industries Ltd. - Seite 2

Record holders of Taro’s outstanding Ordinary Shares as of the close of business in New York City on April 15, 2024, are entitled to notice of and to one vote at the Meetings or any adjournment or postponement thereof per Ordinary Share held.

Each of Sun Pharma, Alkaloida, TDC and SPH has agreed to vote or cause to be voted in favor of the Transactions all of the Ordinary Shares it beneficially owns and has the power to vote or cause to be voted, equal to 78.5% of the issued and outstanding Ordinary Shares and all of the Founder Shares beneficially owned by each of them (which constitute 100% of the Founder Shares), which together represent 85.7% of the aggregate voting power of Taro.

If the Merger is completed, Taro will become a privately held company and its shares will no longer be listed on the NYSE. After careful consideration, the special committee (the “Special Committee”) of Taro’s board of directors (the “Board”), composed entirely of independent directors of the Board, unanimously determined that the Transactions are advisable and fair to, and in the best interests of, the minority shareholders, and Taro’s audit committee of the Board (the “Audit Committee”) unanimously determined that the Transactions are advisable and fair to, and in the best interests of, Taro and its shareholders, and each of these committees unanimously recommended that the Board approve the Transactions. The Board has (i) upon such recommendations, unanimously (a) determined that the merger is advisable and fair to, and in the best interests of, Taro and its shareholders, (b) approved the Transactions and (c) determined to recommend to the shareholders of Taro the approval of the Transactions and (ii) determined that, considering the financial position of the merging companies, no reasonable concern exists that the surviving company in the merger will be unable to fulfill the obligations of Taro to its creditors. If the Transactions are approved at the Meetings, it is expected that the Transactions will close in late June.

Additional Information About the Merger

On January 17, 2024, Taro furnished to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Merger, which includes as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which are available at the SEC’s website (http://www.sec.gov) and Taro’s website (http://www.taro.com).