Special Meeting of Shareholders

Sep 23, 2026 • 9:00am EDT

Bio-Techne Corporation

Special Meeting of Shareholders

September 23, 2026
9:00 a.m., Eastern Time

Shareholders of Bio-Techne Corporation (“Bio-Techne”) are invited to attend a special meeting of shareholders (the “Special Meeting”) which will be held on September 23, 2026 at 9:00 a.m. Eastern Time in a virtual meeting format via live webcast. The purpose of the Special Meeting is to consider and vote on proposals relating to the proposed acquisition of Bio-Techne by Merck KGaA, Darmstadt, Germany for $73.00 per share of Bio-Techne common stock, par value $0.01 per share, in cash, without interest thereon, subject to any required tax withholdings in accordance with the terms of the Merger Agreement (as defined below). Regardless of whether any you plan to attend the meeting, we encourage shareholders to vote your shares by mail, by telephone or via the Internet following the procedures outlined below and explained in more detail in our Proxy Statement filed with the SEC on August 20, 2026.

Special Meeting Information

  • Date and time: Wednesday, September 23, 2026 at 9:00 a.m. Eastern Time.
  • Format: Virtual only, via live webcast.
  • Record date: 5:00 p.m. Eastern Time on August 11, 2026.
  • Registration: Shareholders of record as of the record date must register in advance at www.proxyvote.com prior to the deadline of September 22, 2026 at 9:00 a.m. Eastern Time. To register, you will need the 16-digit control number included on your proxy card or voting instruction form. After registering, Bio-Techne’s tabulator, Broadridge Financial Solutions, Inc., will send you a confirmation email prior to the Special Meeting with a link and instructions for entering the virtual Special Meeting. The site will open at 8:45 a.m. Eastern Time on the day of the meeting. If you wish to vote at the Special Meeting and your shares are held in the name of a bank, broker, trust or other nominee, you must obtain a legal proxy, executed in your favor, from the bank, broker, trust or other nominee authorizing you to vote at the Special Meeting.
  • Voting by Proxy: Shareholders of record have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or via the Internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which voting options are available to you. The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time on September 22, 2026 (which is the day before the Special Meeting). You are encouraged to vote by proxy even if you plan to attend the Special Meeting.
  • Questions: If you have any questions or need assistance voting, please contact Innisfree M&A Incorporated, Bio-Techne’s proxy solicitor. Shareholders may call toll-free at (877) 717-3904. Brokers and banks may call collect at (212) 750-5833.
  • More Information: Please read our Proxy Statement, filed with the SEC on August 20, 2026, carefully and in its entirety, including the annexes, before voting.

The Proposals. At the Special Meeting, Bio-Techne shareholders will be asked to consider and vote on the following proposals:

  1. A proposal to approve and adopt the Agreement and Plan of Merger, dated as of June 25, 2026, by and among Bio-Techne, Merck KGaA, Darmstadt, Germany, and EMD Holdings NewCo, Inc. (the “Merger Agreement”), including, for the purposes of the Minnesota Business Corporation Act, the plan of merger contained in the Merger Agreement (the “Merger Agreement Proposal”);
  2. A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Bio-Techne’s named executive officers that is based on, or otherwise relates to, the merger of EMD Holdings NewCo, Inc. with and into Bio-Techne (the “Non-Binding Compensation Advisory Proposal”); and
  3. A proposal to adjourn the Special Meeting from time to time to a later date or time, if necessary or appropriate, including to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement (the “Adjournment Proposal”).

The Board recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal.