Bausch Health (BHC) Proxy Filing summary

Executive summary

• A special meeting is scheduled for October 7, 2025, to ratify and approve the Amended and Restated Shareholder Rights Plan.

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

• The Board recommends voting in favor of the Rights Plan, which aligns with Canadian corporate governance best practices.

• The Rights Plan is not intended to prevent take-overs but to encourage fair and equal treatment and negotiation.

Voting matters and shareholder proposals

• Shareholders will vote on an ordinary resolution to ratify, confirm, and approve the Amended and Restated Shareholder Rights Plan.

• Approval requires a simple majority of votes cast by all shareholders, excluding any Grandfathered Persons and only Independent Shareholders.

• No other matters are currently expected to be brought before the meeting.

Board of directors and corporate governance

• The Board unanimously supports the Rights Plan and believes it is in the best interests of the company and shareholders.

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