TERMS OF SALE
Further to the provisions of the SECONDARY BLOCK TRADE AGREEMENT DATED 14 January 2025 between Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC (the “Agreement”), the following terms of sale are agreed:
Number of Sale Shares: 700,000,000
Purchase Price per Sale Share: 357 pence
Base Commission: 0.5%
Closing Date: 17 January 2025
The Seller confirms the accuracy of the representations and warranties set out in Annex B of the Agreement, and each Manager confirms the accuracy of the representations and warranties set out in Annex C of the Agreement and the Seller and each of the Managers confirms the provisions of the Agreement and acknowledge and agree that these Terms of Sale form part of and shall be read in conjunction with the Agreement.
Terms defined in the Agreement shall have the same meanings herein.
These Terms of Sale and the relationship among the parties hereto (and any non-contractual obligation, dispute, controversy or claim of whatever nature arising out of or in any way relating to these Terms of Sale or their formation) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the English courts will have exclusive jurisdiction in relation to these Terms of Sale and the parties hereby submit to the jurisdiction of such courts.
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IN WITNESS WHEREOF these Terms of Sale have been duly executed as of 15 January 2025.
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For and on behalf of
J.P. MORGAN SECURITIES PLC
By: /s/ Will Holyoak
Name: Will Holyoak
Title: Executive Director
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For and on behalf of
MORGAN STANLEY & CO. INTERNATIONAL PLC
By: /s/ Amelia de Stacpoole
Name: Amelia de Stacpoole
Title: Executive Director
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For and on behalf of
HSBC BANK PLC
By: /s/ Richard Fagan
Name: Richard Fagan
Title: Head of UK Equity Capital Markets
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For and on behalf of
BNP PARIBAS
By: /s/ Tom Snowball
Name: Tom Snowball
Title: Managing Director
By: /s/ Virginia Khoo
Name: Virginia Khoo
Title: Managing Director
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For and on behalf of
MIZUHO INTERNATIONAL PLC
By: /s/ Jonathan Murray
Name: Jonathan Murray
Title: Managing Director, ECM
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For and on behalf of
UBS AG LONDON BRANCH
By: /s/ Alexander Bloch
Name: Alexander Bloch
Title: Managing Director
By: /s/ Ashley Wood
Name: Ashley Wood
Title: Executive Director
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For and on behalf of
MERRILL LYNCH INTERNATIONAL
By: /s/ James Palmer
Name: James Palmer
Title: Head of EMEA ECM
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For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH
By: /s/ Saadi Soudavar
Name: Saadi Soudavar
Title: Managing Director
By: /s/ Mark Hankinson
Name: Mark Hankinson
Title: Managing Director
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For and on behalf of
GOLDMAN SACHS INTERNATIONAL
By: /s/ R.W.B. Whitehead
Name: R.W.B. Whitehead
Title: Managing Director
[Terms of Sale – Signature Page]
For and on behalf of
LOOP CAPITAL MARKETS LLC
By: /s/ Sidney Dillard
Name: Sidney Dillard
Title: Partner and Head of Corporate Finance
[Terms of Sale – Signature Page]
For and on behalf of
PFIZER INC.
By: /s/ Brian Byala
Name: Brian Byala
Title: SVP, Treasurer
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