Leading Proxy Advisor, ISS, Recommends Shareholders Vote “FOR” Danaher Corporation’s Proposed Acquisition of Abcam

ISS Acknowledges the Thorough Process Undertaken by the Abcam Board in Reaching an Agreement that Provides a Premium and Certainty of Value to Abcam Shareholders

Cambridge, U.K. / Waltham, MA, October 17, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, today announced that leading independent proxy advisor Institutional Shareholder Services (‘ISS’), recommended that Abcam shareholders vote “FOR” Danaher Corporation’s (‘Danaher’ or ‘DHR’) proposed acquisition of Abcam (the ‘Transaction’) ahead of its shareholder meetings on November 6, 2023.

Alan Hirzel, Chief Executive Officer of Abcam, said: “We are pleased that ISS supports our board’s unanimous recommendation that shareholders vote “FOR” the proposed sale to Danaher. We are confident this transaction is in the best interests of Abcam and its shareholders, and will deliver an excellent outcome for Abcam’s employees and customers. We strongly urge all Abcam shareholders to follow the recommendation of our board and ISS.”

In its report dated October 16, 2023, ISS noted:

• “In light of the thorough sales process, the premium and certainty of value inherent in the [Danaher] all-cash offer, and the reasonable valuation, the proposed transaction appears to be a superior alternative to the downside risk and uncertainty inherent in Milner’s underdeveloped plan to create value through a board refresh. As such, support for the proposed transaction is warranted.”
• “Given the public nature of the campaign, broad outreach during the sales process, and the relatively small termination fee, the fact that no other parties have come forward with a superior proposal is a strong indication that this is the highest offer shareholders can expect.”
• “While shareholders are only voting at this time on the proposed transaction, the uncertainty in Milner’s plan due to lack of details regarding his proposed nominees or his potential go-forward plan if he were to take over as CEO stands in stark contrast to the certainty provided by the proposed cash offer from DHR.”

The Board of Directors and management of Abcam recommend shareholders vote “FOR” Danaher’s proposed acquisition of Abcam.

Other materials related to the upcoming Abcam shareholder vote, including Abcam’s investor presentation are available at https://corporate.abcam.com/investors/danaher-abcam/.

How to vote and meeting details

Notices of the Court Meeting and the General Meeting convened in connection with the Transaction are set out in the scheme circular published by Abcam on October 5, 2023 (the “Scheme Circular”), a copy of which is available at https://corporate.abcam.com/investors/danaher-abcam. The Court Meeting will start at 2.00 p.m. (U.K. Time) and the General Meeting will start at 2.15 p.m. (U.K. Time) (or as soon thereafter as the Court Meeting has been concluded or adjourned) on November 6, 2023.

Abcam Shareholders

Abcam shareholders are urged to complete and return the BLUE and YELLOW Forms of Proxy distributed with the Scheme Circular, or to submit proxy appointments electronically by logging on to www.sharevote.co.uk or by CREST, so as to be received by the Company’s registrars, Equiniti Limited, no later than 2.00 p.m. (U.K. Time) on November 2, 2023 (in the case of the BLUE Form of Proxy for the Court Meeting) or 2.15 p.m. (U.K. Time) on November 2, 2023 (in the case of the YELLOW Form of Proxy for the General Meeting).

Abcam shareholders who have any questions or require any assistance in submitting their proxy appointment, should contact the Company’s registrars, Equiniti, by calling +44 (0) 371 384 2050. Lines are open 8.30 a.m. to 5.30 p.m. (U.K. Time), Monday to Friday, excluding public holidays in England and Wales.

Abcam ADS holders

Holders of Abcam American depositary share(s) (‘ADS(s)’), who are not entitled to attend or vote directly at the Court Meeting or General Meeting, are urged to complete and return the BLUE ADS Voting Instruction Cards distributed by Citibank, N.A., as Depositary, in accordance with the instructions printed on them so as to be received by no later than 10.00 a.m. (U.S. Eastern Time) on October 31, 2023. Those who hold their Abcam ADSs indirectly through a broker, bank or other nominee, should follow the instructions provided by such nominee in order to submit their voting instructions in respect of the BLUE ADS voting instruction card as soon as possible.

Abcam ADS Holders who have any questions or require any assistance in submitting their voting instructions, should contact the Company’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 or by emailing ABCM@info.morrowsodali.com.

Abcam shareholders are advised to ONLY use the BLUE Form of Proxy approved by the High Court of Justice of England and Wales and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in the Shareholder Circular, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted.

Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted.

PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

About Abcam plc

As an innovator in reagents and tools, Abcam’s purpose is to serve life science researchers globally to achieve their mission faster. Providing the research and clinical communities with tools and scientific support, the Company offers highly validated antibodies, assays and other research tools to address important targets in critical biological pathways.

Already a pioneer in data sharing and ecommerce in the life sciences, Abcam’s ambition is to be the most influential company in life sciences by helping advance global understanding of biology and causes of disease, which, in turn, will drive new treatments and improved health.

Abcam’s worldwide customer base of approximately 750,000 life science researchers uses Abcam’s antibodies, reagents, biomarkers and assays. By actively listening to and collaborating with these researchers, the Company continuously advances its portfolio to address their needs. A transparent program of customer reviews and datasheets, combined with industry-leading validation initiatives, gives researchers increased confidence in their results.

Founded in 1998 and headquartered in Cambridge, U.K., the Company has served customers in more than 130 countries. Abcam’s American Depositary Shares (ADSs) trade on the Nasdaq Global Select Market (Nasdaq: ABCM).

For more information, please visit www.abcam.com or www.abcamplc.com.