Vifor Pharma : Fairness Opinion Vifor Pharma

Fairness Opinion Vifor Pharma

For the public tender offer by CSL Behring AG for all publicly held registered shares of Vifor Pharma Ltd.

Zurich, 17 January 2022

Fairness Opinion Vifor Pharma

Content

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Introduction	Page 3
Company and market description	Page 8
Valuation analysis	Page 23
Conclusion	Page 40
Appendix	Page 44

© IFBC 2022

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Fairness Opinion Vifor Pharma

1 Introduction

1.1

1.2

1.3

1.4

Background	Page 4
Our mandate	Page 5
Our approach	Page 6
Sources	Page 7

© IFBC 2022

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1 Introduction

1.1 Background

Vifor Pharma is a leading pharmaceutical company in the field of iron deficiency, nephrology and cardio-renal therapies listed on the Swiss Stock Exchange

Vifor Pharma Ltd. ("Vifor Pharma" or "the company") is a pharmaceutical company developing, manufacturing and marketing pharmaceutical products with a focus on the treatment of iron deficiency. Vifor Pharma's diversified product portfolio and pipeline expands to nephrology and cardio-renal therapies. The company's strategic focus is on identifying and supporting under-served treatment areas.

The company is headquartered in St. Gallen, Switzerland. With a network of affiliates and partners around the world, Vifor Pharma is present in more than 100 countries. In FY2020, the company generated revenues of CHF 1'802 million and an EBITDA of CHF 576 million. Vifor Pharma's flagship product is Ferinject / Injectafer1, an intravenous treatment against iron deficiency which has received market approval in 84 countries.

Vifor Pharma's shares have been listed on the SIX Swiss Exchange ("SIX") under its name since 7 April 2017, when Galenica Group conducted an IPO of its business unit Galenica Santé and Galenica Group became Vifor Pharma. As of 13 December 2021, Vifor Pharma had a market capitalization of CHF 9.1 billion. The share capital of Vifor Pharma consists of 65 million registered shares with a nominal value of CHF 0.01 each ("shares").2

On 14 December 2021, CSL pre-announced the public tender offer for all publicly held registered shares of Vifor Pharma with an offer price of USD

179.25 in cash per share of Vifor Pharma

On 14 December 2021, Vifor Pharma and CSL Limited ("CSL") entered into a transaction agreement, pursuant to which CSL agreed to, or cause a subsidiary to, submit a voluntary public tender offer ("the offer") for all publicly held registered shares of Vifor Pharma. The offer was pre-announced by CSL on 14 December 2021 after the execution of the transaction agreement and before the opening of trading on the SIX. The offer price is USD 179.25 in cash per Vifor Pharma share (the "offer price"). In addition, the payment of an ordinary dividend expected to be declared at the annual general meeting of Vifor Pharma on 26 April 2022 of CHF 2.00 gross (consistent with past practice) per share to holders of Vifor Pharma shares shall not constitute a dilutive effect and therefore not impact the offer price. Based on the exchange rate as of 13 December 2021 of USD/CHF 0.922853, the offer price of USD 179.25 corresponds to CHF 165.42 ("CHF equivalent offer price"). Adding the expected dividend payment of CHF 2.00, this results in a CHF equivalent offer price of CHF 167.42 ("CHF equivalent offer price (incl. dividend)") for purposes of

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The product is sold under different brands depending on the jurisdiction (see section 2.2). Source: Refinitiv Eikon.

Last closing date prior to the pre-announcement of the offer; source: Refinitiv Eikon.

© IFBC 2022

Introduction - Background

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1.2 Our mandate

The present Fairness Opinion provides an independent valuation analysis of Vifor Pharma

IFBC is an independent advisor and does not receive any compensation depending on the result of the valuation analysis or of the success of the proposed transaction

this Fairness Opinion. The CHF equivalent offer price and the CHF equivalent offer price (incl. dividend) are subject to change depending on the actual exchange rate prevailing at the settlement of the tender offer which is currently expected to occur around mid-2022. However, this Fairness Opinion relates exclusively to the offer price as well as the CHF equivalent offer price and the CHF equivalent offer price (incl. dividend) based on the USD/CHF exchange rate as of 13 December 2021.

IFBC AG ("IFBC") was mandated on 24 November 2021 by the Board of Directors ("BoD") of Vifor Pharma to prepare an independent Fairness Opinion regarding the financial fairness of the offer price.

This report was solely prepared to support the BoD of Vifor Pharma assessing the offer. It may be used only for the financial assessment of the offer by the BoD of Vifor Pharma. The use for any purpose other than assessing the financial fairness of the offer is excluded. In particular, the Fairness Opinion does not constitute a recommendation to the shareholders to accept or reject the offer.

IFBC issues this Fairness Opinion as an independent corporate finance advisor and will receive usual marketable fees for its services. IFBC does not receive any compensation that depends on the statements in this valuation report nor is IFBC entitled to receive a success fee if the proposed transaction is successfully completed. IFBC confirms that it is independent of the involved parties. IFBC also confirms that it is authorized to issue Fairness Opinions according to the applicable Art. 30 para. 6 of the takeover ordinance and that it is independent of the target company.

When preparing our valuation analyses, we relied on the accuracy and completeness of the information received by the management of Vifor Pharma. We further have assumed that the information received has been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Vifor Pharma. Our responsibility is limited to accuracy and professional valuation and plausibility of the provided information and calculation. In particular, no audit or due diligence was performed by IFBC.

© IFBC 2022

Introduction - Our mandate

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