SCHEME VOTING FORM
Scheme Creditors that received a ballot for purposes of voting on the Plan (as defined below) do not need to use this form. You ONLY need to request and complete this scheme voting form (“Scheme Voting Form”) relating to the Scheme IF YOU ARE A SCHEME CREDITOR AND ONE OR MORE OF THE FOLLOWING CIRCUMSTANCES APPLIES:
(a) you wish to vote, or submit a proxy to vote, in relation to the Scheme differently to the vote you are submitting in relation to the Plan;
(b) you have voted on the Plan but do not wish to vote on the Scheme;
(c) you wish to appoint a proxy for the relevant Scheme Meeting other than the Chairperson;
(d) you wish to attend the relevant Scheme Meeting and vote in person (in which case you will not be bound by the vote indicated on this Scheme Voting Form or on any ballot for the Plan submitted by you as it relates to the Scheme and you must contact endoballots@ra.kroll.com (with “Endo Scheme Meeting Attendance Inquiry” in the subject line) for further instructions as to how to
attend);1 or
(e) you are a transferee or assignee of a General Unsecured Scheme Creditor’s Claim transferred or assigned to you during the period following the Voting Record Date, but prior to the General Unsecured Scheme Voting Record Date, and you wish to vote on the Scheme.
You DO NOT need to request and complete this Scheme Voting Form IF NONE OF THE ABOVE CIRCUMSTANCES APPLY TO YOU.
Endo International plc (“Endo Parent”) is proposing to implement a restructuring of its liabilities pursuant to the terms of: (i) a scheme of arrangement under Part 9 of the Irish Companies Act 2014 (“Scheme”); and (ii) the Joint Chapter 11 Plan of Reorganization of Endo International plc and Its Affiliated Debtors (as may be amended, supplemented, or modified from time to time, the “Plan”) and related releases2 contained in Article X of the Plan (the “Releases”). Full details of the Scheme, including information on who it applies to, how it interacts with the Plan, and how to vote to approve or reject the Scheme, are set forth in a scheme circular, dated January 19, 2024, published by Endo Parent describing the terms of the Scheme (“Scheme Circular”). The Scheme Circular incorporates by reference, and must be read together with, the Disclosure Statement with Respect to the Joint Chapter 11 Plan of Reorganization of Endo International plc and its Affiliated Debtors (together with all schedules and exhibits thereto, and as may be modified, amended, or supplemented from time to time, the “Disclosure Statement”) for the Plan, both of which are available at https://restructuring.ra.kroll.com/endo.
The Scheme Meetings will be held at the offices of A&L Goodbody LLP, 3 Dublin Landings,North Wall Quay, Dublin 1, D01 C4E0, Ireland on March 7, 2024, commencing at: (i) with respect to the First Lien Scheme Creditors’ Meeting, 2:00 p.m. (Dublin time); and (ii) with respect to the General Scheme Creditors’ Meeting, 2:30 p.m. (Dublin time). The purpose of each Scheme Meeting is to consider a resolution for the approval of the Scheme pursuant to which (inter alia) the Plan will be implemented and the Releases granted. Scheme Creditors may participate in the relevant Scheme Meeting remotely using the Virtual Meeting Platform and should refer to the Scheme Circular for further information on the Virtual Meeting Platform.
You are strongly encouraged to review the Scheme Circular, the Scheme, the Disclosure Statement and the Plan before you make an election and submit this Scheme Voting Form. You may want to seek legal advice concerning the terms and conditions of the Scheme and the Plan applicable to your Claim, but you are not required to do so.
If the Scheme is approved and becomes effective, the Scheme will be binding on you and your Claim will be treated pursuant to the terms of the Scheme and the Plan, even if you did not vote in favour of the Scheme or the Plan. Endo Parent and the other Debtors strongly encourage you to vote in favour of the Scheme by submitting a Ballot, or having a Master Ballot submitted on your behalf, and, if applicable, submitting your Scheme Voting Form (if you have requested one).
IF YOU ARE A SCHEME CREDITOR AND ALREADY SUBMITTED A BALLOT (OR CAUSED YOUR VOTE TO BE SUBMITTED BY MASTER BALLOT) AND YOU DO NOT WISH TO APPOINT A DIFFERENT PROXY OR CHANGE YOUR VOTE, OR OTHERWISE IF NONE OF THE OTHER CRITERIA LISTED UNDER (a) – (e) ABOVE APPLY TO YOU, YOU CAN DISREGARD THIS SCHEME VOTING FORM.
1 If you wish to attend the Scheme Meeting in person, you will need to complete Item 5 of this Scheme Voting Form and coordinate with Kroll in advance of the Scheme Meeting to prove your identity and entitlement to attend. This may require, among other things, providing a copy of your passport (if you are attending as an individual claimant) or a copy of your passport and proof of your authority to attend and/or vote on behalf of an institution (if you are attending on behalf of a corporate or institutional entity). If Kroll accepts such proof, Kroll will provide you with the necessary authorization and credentials needed to attend the Scheme Meeting.
2 Unless otherwise defined in this Scheme Voting Form, defined terms using in this Scheme Voting Form shall have the meaning given to such terms in the Scheme Circular (including by incorporation).