Bausch Health (BHC) Proxy Filing summary

Executive summary

• A Special Meeting is scheduled for October 7, 2025, to ratify and approve the Shareholder Rights Plan Agreement adopted on April 14, 2025.

• The meeting will be held virtually, allowing shareholders to vote and ask questions online.

• The Rights Plan aims to ensure fair treatment of all shareholders in the event of unsolicited take-over bids or acquisition attempts.

• The Board recommends voting in favor of the Rights Plan, which is not in response to any specific acquisition proposal.

Voting matters and shareholder proposals

• Shareholders are asked to approve the ratification of the Rights Agreement as the sole proposal at the meeting.

• Approval requires a simple majority of votes cast, with specific provisions for excluding certain large shareholders if applicable.

• No other matters are currently anticipated for the meeting.

Board of directors and corporate governance

• The Board adopted the Rights Plan in compliance with a prior Director Appointment and Nomination Agreement and best practices.

• Shareholders can communicate with the Board via email, mail, or a dedicated helpline.