


As to U.S. law: Cravath, Swaine & Moore LLP Worldwide Plaza  825 Eighth Ave.  New York, NY 10019   |  |  | As to Swedish law:  Advokatfirman Vinge KB  Smålandsgatan 20  SE-111 46 Stockholm, Sweden  | 

Securities Sought  |  |  | Subject to certain conditions, including the satisfaction or waiver of the Minimum Tender Condition (as described herein) on the terms and conditions set forth in the Purchase Agreement, all outstanding Shares, quota value SEK 2.431906612623020 per share (the “Shares”), and all of the outstanding American Depositary Shares, each representing one Share (the “ADSs” and, together with the Shares, the “Offer Securities”), of Olink.   | 
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Price Offered Per Share and Per ADS  |  |  | $26.00 per Share (that is not represented by an ADS) or $26.00 per ADS, as applicable, in cash.   | 
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Scheduled Expiration of Offer  |  |  | Expiration of the Offer will occur at 6:00 p.m., New York time, on November 30, 2023, unless the Offer is extended or earlier terminated in accordance with the Purchase Agreement. Acceptance and payment for the Offer Securities is expected to occur on or about December 5, 2023, unless the Offer is extended pursuant to the terms of the Purchase Agreement. See Section 1—“Terms of the Offer”. If any of the conditions to Closing (including the Regulatory Condition (as defined below)) is not satisfied as of the Expiration Time (other than the Minimum Tender Condition), the Buyer is required under the Purchase Agreement to continually extend the Offer to permit such conditions to be satisfied, though in no event will the Buyer be required to extend the Offer to a date later than the Outside Date, as such Outside Date may be extended pursuant to the terms of the Purchase Agreement as described in more detail in Section 1—“Terms of the Offer”. Buyer may, or may be required pursuant to the Purchase Agreement to, extend the Offer Period in other circumstances, as described in more detail in Section 1—“Terms of the Offer”.   | 
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Buyer  |  |  | Goldcup 33985 AB (u.c.t. Orion Acquisition AB), Reg. No. 559452-7433, a private limited liability company organized under the laws of Sweden and a direct, wholly owned subsidiary of Parent.   | 
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Olink Board Recommendation  |  |  | The Olink Board, among the members of the Olink Board present at such meeting, has unanimously (i) determined that, on the terms and subject to the conditions set forth in the Purchase Agreement, the Purchase Agreement and the transactions pursuant to the Purchase Agreement are in the best interests of Olink and its shareholders, (ii) approved the terms and conditions of the Purchase Agreement and the transactions pursuant to the Purchase Agreement, the execution and delivery of the Purchase Agreement, the performance of Olink’s obligations under the Purchase Agreement and the consummation of the transactions pursuant to the Purchase Agreement, (iii) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement, to support the Offer and recommend acceptance of the Offer by Olink's shareholders and (iv) authorized the treatment of Olink’s equity awards as set forth in the Purchase Agreement.  | 
•  | the Offer is being made for all issued and outstanding Offer Securities solely for cash;   | 
•  | the Offer is not subject to any financing or funding condition;   | 
•  | as of the Closing, Parent will have cash on hand or other sources of immediately available funds sufficient to purchase all Offer Securities tendered pursuant to the Offer; and   | 
•  | if upon consummation of the Offer, we acquire more than 90% of the outstanding Offer Securities, we will acquire all remaining Offer Securities for the same cash price in the Compulsory Redemption as was paid in the Offer (however, the redemption price may differ from the Offer Consideration if special cause so dictates), subject to limited exceptions for Offer Securities held by Parent or us or any other direct or indirect, wholly owned subsidiary of Parent, Offer Securities held by Olink or Offer Securities transferred to Buyer pursuant to the Support Agreement, and Parent will have cash on hand or other sources of immediately available funds sufficient to pay for all such Offer Securities.   | 
•  | satisfaction of the Minimum Tender Condition;   | 
•  | expiration or termination of any waiting period (or any extension thereof) applicable to the Offer under any antitrust law in Germany, Iceland and the United States and any other antitrust law in a competent jurisdiction that is or becomes applicable to the Offer, as determined in accordance with the Purchase Agreement (each, an “Applicable Antitrust Law”), or any foreign investment law in a competent jurisdiction that is or becomes applicable to the Offer, as determined in accordance with the Purchase Agreement (each an “Applicable Foreign Investment Law”, and together with the Applicable Antitrust Laws, the “Applicable Regulatory Laws”), and obtaining of any relevant approvals, consents or waivers pursuant to the Applicable Regulatory Laws specified in the Purchase Agreement (the “Regulatory Condition”);   | 
•  | the absence of any judgment, injunction, rule, order or decree (whether temporary, preliminary or permanent) entered, enacted, promulgated, enforced or issued by any court or Governmental Body (as defined in Section 12—“Transaction Agreements—The Purchase Agreement”) of competent jurisdiction or voluntary timing agreement with a Governmental Body, in each case, that is then in effect that prohibits, renders illegal or enjoins, the consummation of the Offer or imposes a Remedy Action (as defined in Section 12—“Transaction Agreements—The Purchase Agreement”) that is not a Permitted Remedy Action (as defined in Section 12—“Transaction Agreements—The Purchase Agreement”) under the Purchase Agreement, or any pending action by any applicable Governmental Body that challenges or seeks to make illegal, prohibits or otherwise prevents the consummation of the Offer or the acquisition of Offer Securities by Parent or Buyer under any Applicable Regulatory Law or to impose a Remedy Action that is not a Permitted Remedy Action;   | 
•  | the compliance and performance of Olink in all material respects with all of its agreements and covenants required to be performed or complied with by it under the Purchase Agreement on or before the time Buyer accepts Offer Securities for purchase pursuant to the Offer, as applicable;   | 
•  | the accuracy of the representations and warranties made by Olink in the Purchase Agreement, subject to the materiality and other qualifications set forth in the Purchase Agreement, as described in more detail in Section 16—“Conditions to the Offer” (the “Representations Condition”);   | 
•  | that since the date of the Purchase Agreement there has not occurred any change, effect, event, inaccuracy, occurrence or other matter that has had a Company Material Adverse Effect (as defined in the Purchase Agreement and as described in more detail in Section 12—“ The Transaction Agreements—The Purchase Agreement”), which is ongoing as of the Expiration Time (the “MAE Condition”); and   | 
•  | that the Purchase Agreement has not been terminated pursuant to its terms and as described in more detail in Section 12— “The Transaction Agreements—The Purchase Agreement”.   | 
Terms of the Offer.   | 
Acceptance for Payment and Payment for Offer Securities.   | 
Procedures for Accepting the Offer and Tendering Offer Securities.   | 
•  | that the execution of a Acceptance Form for Shares shall constitute: (i) an acceptance of the Offer in respect of the number of Shares identified in Box 1 of the Acceptance Form for Shares; and (ii) an undertaking to execute all further documents and give all further assurances which may be required to enable Buyer to obtain the full benefit of this section and/or perfect any of the authorities expressed to be given hereunder, on and subject to the terms set out or referred to in this document and the Acceptance Form for Shares and that, subject only to the rights set out in Section 4—“Withdrawal Rights”, each such acceptance shall be irrevocable;   | 
•  | that the Shares in respect to which the Offer is accepted or deemed to be accepted are fully paid and non-assessable, sold free from all liens, equities, charges and encumbrances and together with all rights now or hereafter attaching thereto, including voting rights and the right to all dividends, other distributions and interest payments hereafter declared, made or paid;   | 
•  | that the execution of the Acceptance Form for Shares constitutes, subject to the accepting holder not having properly withdrawn his or her acceptance, the irrevocable appointment of the Share Tender Agent acting on behalf of Buyer, its directors and agents as such holder’s attorney and/or agent (the “Attorney”) and an irrevocable instruction to the Attorney: (i) to complete and execute all or any form(s) of transfer and/or other document(s) at the discretion of the Attorney in relation to the Shares in respect of which the accepting holder of Shares has not properly withdrawn acceptance in favor of Buyer or such other person or persons as Buyer may direct and to deliver such form(s) of transfer and/or other document(s) at the discretion of the Attorney; and (ii) to do all such other acts and things as may in the opinion of the Attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and to vest in Buyer or its nominee(s) the Shares as aforesaid;   | 
•  | that the execution of the Acceptance Form for Shares constitutes, subject to the accepting holder of Shares not having properly withdrawn its acceptance, an irrevocable authority and request (i) to Olink or its agents to procure the registration of the transfer of the Shares pursuant to the Offer to Buyer or as Buyer may direct; and (ii) to Buyer or its agents to record and act upon any instructions with regard to notices and payments which have been recorded in the records of the Company in respect of such holder’s holding(s) of Shares;   | 
•  | that this section shall be incorporated in and form part of the Acceptance Form for Shares, which shall be read and construed accordingly; and   | 
•  | that the holder agrees to ratify each and every act or thing which may be done or effected by Buyer or any of its directors or agents or the Company or its agents, as the case may be, in the proper exercise of any of its power and/or authorities thereunder.   | 
•  | you sell, assign and transfer to, or upon the order of, Buyer all right, title and interest in and to all the ADSs (and the Shares represented thereby) tendered (and any and all other securities issued or issuable in respect thereof) and all dividends, distributions and rights declared, paid or distributed in respect of such ADSs (and the Shares represented thereby) on or after the Acceptance Time;   | 
•  | you irrevocably appoint the ADS Tender Agent as your true and lawful agent and attorney-in-fact, with full knowledge that the ADS Tender Agent is also acting as the agent of Buyer in connection with the Offer, with respect to such ADSs (and the Shares represented thereby), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest):   | 
○  | to have the ADSs transferred and delivered to or upon the order of Buyer; and   | 
○  | to receive all benefits and otherwise exercise all rights of beneficial ownership of such ADSs, the underlying Shares (and all such other securities), all in accordance with the terms and conditions of the Offer;   | 
•  | you shall have no further rights with respect to the tendered ADSs (including the underlying Shares), except that you shall have a right to receive from Buyer the Offer Consideration in accordance with the terms and conditions of the Offer;   | 
•  | you have full power and authority to accept the Offer and to sell, assign and transfer the ADS (including the underlying Shares and any and all other securities or rights issued or issuable in respect of the ADSs) and that when the ADSs are accepted for purchase by Buyer, Buyer will acquire good title thereto, free from all liens, charges, equities, encumbrances, and other interests and together with all rights now or hereinafter attaching thereto, including, without limitation, voting rights and the right to receive all amounts payable to a holder thereof in respect of distributions, if any, declared, made or paid after the Acceptance Time with respect to the ADSs in respect of which the Offer is accepted or deemed to be accepted;   | 
•  | you will, upon request, execute and deliver any additional documents deemed by the ADS Tender Agent, the ADS Depositary or Buyer to be necessary or desirable to complete the sale, assignment and transfer of the ADSs (including the underlying Shares) tendered, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof;   | 
•  | all authority conferred or agreed to be conferred by you shall survive your death or incapacity, and your obligations shall be binding upon your heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns;   | 
•  | you agree to be bound by the terms of the Offer, as described in this Offer to Purchase and the ADS Letter of Transmittal, and that Buyer may enforce the ADS Letter of Transmittal against you;   | 
•  | you understand and agree that (i) acceptance of ADSs by Buyer for payment will constitute a binding agreement between you and Buyer on the terms and subject to the conditions of the Offer and (ii) no interest will be paid on the Offer Consideration for the tendered ADSs; and   | 
•  | you understand and agree that delivery of the ADS Letter of Transmittal, ADRs and any other required documents to the ADS Tender Agent will be deemed (without any further action by the ADS Tender Agent or tendering ADS holder) to constitute an acceptance of the Offer with respect to the tendered ADSs.   | 
Withdrawal Rights.   | 
Material U.S. Federal Income Tax Considerations for U.S. Holders.   | 
•  | banks, insurance companies, and certain other financial institutions;   | 
•  | certain former citizens or long-term residents of the United States;   | 
•  | dealers or traders in securities who use a mark-to-market method of tax accounting;   | 
•  | persons holding Shares or ADSs as part of a hedging transaction, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to Shares or ADSs;   | 
•  | persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar;   | 
•  | brokers, dealers or traders in securities, commodities or currencies;   | 
•  | tax-exempt entities or government organizations;   | 
•  | a tax qualified retirement plan or other tax deferred account;   | 
•  | persons holding Shares or ADSs through entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes;   | 
•  | regulated investment companies or real estate investment trusts;   | 
•  | persons who acquired Shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation;   | 
•  | persons that are resident or ordinarily resident in a jurisdiction outside the United States;   | 
•  | persons holding Shares or ADSs in connection with a trade or business, permanent establishment, or fixed base outside the United States; and   | 
•  | persons who own (directly, constructively or through attribution) 10% or more (by vote or value) of Olink’s outstanding Shares or ADSs.   | 
(i)  | an individual who is a citizen or resident of the United States;   | 
(ii)  | a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia ;   | 
(iii)  | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or   | 
(iv)  | a trust that (1) is subject to the primary supervision of a court within the United States and with respect to which one or more U.S. persons control all substantial decisions or (2) has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations.   | 
•  | at least 75% of its gross income is passive income (such as interest income); or   | 
•  | at least 50% of its gross assets (determined on the basis of a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income.   | 
•  | the gain will be allocated ratably over a U.S. Holder’s holding period for the Shares or ADSs;   | 
•  | the amount allocated to the taxable year of disposition, and any taxable year prior to the first taxable year in which the Company became a PFIC, will be treated as ordinary income; and   | 
•  | the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.   | 
Certain Swedish Withholding Tax Considerations   | 
Price Range of ADSs; Dividends.   | 
|  |  | HIGH   |  |  | LOW  | |
Year Ended December 31, 2021  |  |  |  |  | ||
First Quarter  |  |  | $  39.69  |  |  | $  28.97   | 
Second Quarter  |  |  | 42.20  |  |  | 25.55   | 
Third Quarter  |  |  | 38.78  |  |  | 22.30   | 
Fourth Quarter  |  |  | 35.00  |  |  | 17.52   | 
Year Ended December 31, 2022  |  |  |  |  | ||
First Quarter  |  |  | $20.14  |  |  | $10.64   | 
Second Quarter  |  |  | 19.43  |  |  | 8.39   | 
Third Quarter  |  |  | 20.07  |  |  | 12.05   | 
Fourth Quarter  |  |  | 26.47  |  |  | 12.10   | 
Year Ended December 31, 2023  |  |  |  |  | ||
First Quarter  |  |  | $25.75  |  |  | $19.00   | 
Second Quarter  |  |  | 24.14  |  |  | 16.57   | 
Third Quarter  |  |  | 20.56   |  |  | 14.25   | 
Fourth Quarter (through October 27, 2023)  |  |  | 25.00  |  |  | 14.10  | 
Certain Information Concerning Olink.   | 
Certain Information Concerning Parent and Buyer.   | 
Source and Amount of Funds.   | 
Background of the Offer; Past Contacts or Negotiations with Olink.   | 
The Transaction Agreements.   | 
•  | corporate matters, such as organization and corporate power;   | 
•  | authority in connection with the Purchase Agreement;   | 
•  | capitalization;   | 
•  | subsidiaries;   | 
•  | absence of conflicts with and violations or breaches of, or defaults under, organizational documents, contracts, laws and government authorizations;   | 
•  | required consents and approvals;   | 
•  | SEC reports, financial statements and system of internal control;   | 
•  | absence of undisclosed liabilities;   | 
•  | absence of certain changes or events;   | 
•  | compliance with laws;   | 
•  | real property and leases;   | 
•  | tax matters;   | 
•  | material contracts and commitments;   | 
•  | intellectual property;   | 
•  | absence of legal proceedings and orders;   | 
•  | insurance;   | 
•  | employee benefit plans;   | 
•  | compliance with environmental laws and conditions;   | 
•  | employment and labor matters;   | 
•  | compliance with anti-corruption and sanctions laws;   | 
•  | brokers and other advisors;   | 
•  | accuracy of information supplied for the Offer and the Solicitation/Recommendation Statement on Olink’s Schedule 14D-9;   | 
•  | the opinion of Olink’s financial advisor;   | 
•  | absence of affiliate transactions; and   | 
•  | certain acknowledgments regarding Olink’s representations and warranties.   | 
•  | matters generally affecting any U.S. or foreign economies, financial, currency, capital or securities markets (including changes in currency exchange rates or interest rates or the availability of financing), or matters generally affecting one or more industries or markets in which the Company and its subsidiaries operate;   | 
•  | the parties’ entry into the Purchase Agreement, the announcement or pendency of the Purchase Agreement or the transactions contemplated thereby (including (i) the disclosure of the identity of Parent or Buyer, (ii) any communication by Parent regarding the plan or intentions of Parent with respect to the conduct of Olink’s business or relating to the transactions contemplated hereby, and (iii) the threatened or actual impact on relationships of Olink or its subsidiaries with customers, vendors, suppliers, distributors, licensors, licensees, landlords, or employees (including the termination, suspension, modification, or reduction of such relationships));   | 
•  | any change in the market price or trading volume of the Shares or the ADSs or any other securities the value of which is directly or indirectly tied to the Shares or ADSs in and of itself;   | 
•  | acts of war (whether or not declared), insurrection, sabotage, or terrorism (or the escalation of the foregoing), or any national or international political or social conditions or natural disasters (including earthquake, hurricane, tornado, storm, flood, fire, volcanic eruption, or similar occurrence), changes in climate or weather conditions, or global health conditions (including any epidemic, pandemic, or disease outbreak, including COVID-19 and any worsening thereof), national emergencies, or other similar force majeure events;   | 
•  | any law or directive by any governmental body in connection with or in response to COVID-19;   | 
•  | changes in IFRS or accounting principles promulgated thereunder, or interpretations thereof after the date hereof;   | 
•  | the taking of any action or refraining from taking any action, in each case, by Olink or any of its subsidiaries (i) required by the Purchase Agreement, (ii) to which Parent has consented in writing in advance or (iii) which Parent has requested in writing;   | 
•  | any failure by Olink to meet any internal or analyst projections or forecasts or estimates of Olink’s revenues, earnings, or other financial metrics for any period in and of itself;   | 
•  | any strike, lockout, labor dispute, riot, civil commotion, civil unrest, protest or embargo;   | 
•  | any changes in any laws or any acts of any governmental body, including any government shutdown or similar event; or   | 
•  | certain other specified matters.   | 
•  | corporate matters, such as organization and corporate power;   | 
•  | authority in connection with the Purchase Agreement;   | 
•  | absence of conflicts with and violations or breaches of, or defaults under, organizational documents, contracts, laws and governmental authorizations;   | 
•  | required consents and approvals;   | 
•  | absence of legal proceedings and orders;   | 
•  | accuracy of information supplied for the Offer and the Solicitation/Recommendation Statement on Olink’s Schedule 14D-9;   | 
•  | brokers and other advisors;   | 
•  | ownership of Offer Securities;   | 
•  | the availability of cash on hand sufficient to consummate the transactions contemplated by the Purchase Agreement;   | 
•  | independent investigation of Olink by Parent and Buyer and non-reliance on Olink’s estimates, projections, forecasts, forward-looking information and business plans; and   | 
•  | absence of certain agreements.   | 
•  | by mutual written consent of Parent and Olink;   | 
•  | by each of Parent or Olink, for any of the following reasons, unless the failure of the terminating party to perform or comply with any of its obligations under the Purchase Agreement in any material respect has been the principal cause of or principally resulted in the respective reason for termination:   | 
○  | if any Governmental Body of competent jurisdiction has issued a final judgment or taken any other final action permanently restraining, enjoining, or otherwise prohibiting consummation of the Offer, and such judgment or other action has become final and non-appealable;   | 
○  | if the Acceptance Time has not occurred on or prior to July 17, 2024 (the “Outside Date”); provided, however, that if as of the date five (5) business days prior to such date, the Regulatory Condition is not satisfied but all of the other Offer Conditions (other than the Minimum Tender Condition and those conditions that by their nature are to be satisfied at the Closing) shall have been satisfied or waived, then each of Olink and Parent may extend the Outside Date by ninety (90) days on up to three occasions; or   | 
○  | if the Offer (as it may have been extended and re-extended in accordance with the terms of the Purchase Agreement) expires as a result of the non-satisfaction of any Offer Condition or is terminated pursuant to its terms and the Purchase Agreement without Buyer having accepted for purchase any Offer Securities validly tendered (and not withdrawn) pursuant to the Offer;   | 
•  | by Olink:   | 
○  | if Buyer fails to commence the Offer or Buyer, in violation of the terms of the Purchase Agreement, fails to accept for purchase Offer Securities validly tendered (and not withdrawn) pursuant to the Offer; provided, however, that the right to terminate this Purchase Agreement for the foregoing reason shall not be available to the Company if the failure of the Company to perform or comply with any of its obligations under the Purchase Agreement in any material respect has been the principal cause or principally resulted in the failure to commence the Offer;   | 
○  | if there has been a breach of any covenant or agreement made by Parent or Buyer in the Purchase Agreement, or any representation or warranty of Parent or Buyer is inaccurate or becomes inaccurate after the date of the Purchase Agreement, and such breach or inaccuracy (i) gives rise to, or would reasonably be expected to give rise to, a Buyer Material Adverse Effect and (ii) is not capable of being cured by the Outside Date or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within thirty (30) days following receipt by Parent or Buyer of written notice from the Company of such breach or inaccuracy (provided that Olink may not terminate the Purchase Agreement for the foregoing reason if the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder); or   | 
○  | in order for Olink to enter into a definitive agreement with respect to a Superior Proposal (as defined below) to the extent permitted by, and subject to the applicable terms and conditions of Olink’s non-solicitation obligations under the Purchase Agreement; or   | 
•  | by Parent:   | 
○  | if there has been a breach of any covenant or agreement made by Olink in the Purchase Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date of the Purchase Agreement, and such breach or inaccuracy (i) gives rise to a failure of the Covenants Condition or the Representations Condition, and (ii) is not capable of being cured by the Outside Date or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within thirty (30) days following receipt by the Company of written notice from Parent or Buyer of such breach or inaccuracy (provided that Parent may not terminate the Purchase Agreement for the foregoing reason if Parent or Buyer is then in material breach of any of its representations, warranties, covenants or agreements hereunder);   | 
○  | if the Olink Board effects a Change of Board Recommendation (as defined below); or   | 
○  | if any judgment imposing a Remedy Action other than a Permitted Remedy Action shall be in effect and shall have become final and non-appealable.   | 
•  | declare, set aside or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its share capital or other equity interests or directly or indirectly redeem, repurchase or otherwise acquire any shares of its share capital or other equity interests or any Olink Stock Options or Olink RSUs;   | 
•  | issue, transfer, sell, register to issue or sell, pledge, dispose of or otherwise encumber or subject to any lien, or authorize the issuance, transfer, sale, registration, pledge, disposition or other encumbrance of, any shares of its share capital or other equity interests or voting debt in Olink or any of its subsidiaries;   | 
•  | increase the wages, salary or other compensation with respect to any of Olink’s or any of its subsidiaries’ officers, directors, independent contractors or employees; establish, adopt, enter into, amend in any material respect or terminate any company plan or any other plan, agreement, program or arrangement that would be a company plan if in existence on the date of the Purchase Agreement; forgive indebtedness or trigger any funding of any compensation or benefits payable to any current or former director, officer, employee or consultant of Olink or any subsidiary; with respect to any company plan, make any contributions or payments to any trust or other funding vehicle, except in the ordinary course of business; change any actuarial or other assumption used to calculate funding obligations with respect to any company plan or change the manner in which contributions are made or the basis on which contributions are calculated with respect to any company plan, except in the ordinary course of business; grant or agree to grant any change in control, severance or retention compensation or benefits, other than severance rights granted to employees newly hired or mutually terminated in the ordinary course of business and that are consistent with those provided to other similarly situated employees; loan or advance any money or other property to   | 
•  | adopt, enter into or amend any collective bargaining agreement or other contract with any labor union, labor or trade organization or other employee representative body applicable to Olink or its subsidiaries, or recognize or certify any labor union, labor or trade organization, works council or group of employees of Olink or its subsidiaries as the bargaining representative for any employees of the Olink or its subsidiaries;   | 
•  | hire or engage, or make a written offer to hire or engage, any officer or employee, whose annual base salary or fee arrangement would exceed $200,000, other than as a replacement hire or promotion receiving substantially similar terms of employment; terminate the employment or service of any officer or employee with an annual base salary in excess of $200,000, other than for cause;   | 
•  | amend or permit the adoption of any amendment of Olink or its subsidiaries’ organizational documents, or enter into any agreement with respect to the voting of its share capital;   | 
•  | effect a recapitalization, reclassification of shares, stock split, combination or subdivision, reverse stock split or similar transaction or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for Shares of its share capital or other equity interest;   | 
•  | merge or consolidate with any person or adopt or effect a plan of complete or partial liquidation, dissolution, consolidation, restructuring, including an internal reorganization or transfer of equity of a subsidiary, or recapitalization;   | 
•  | directly or indirectly acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a material portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, except for the purchase of inventory and supplies from suppliers or vendors in the ordinary course of business or in individual transactions involving less than $1,000,000 in assets;   | 
•  | incur, create, assume or otherwise become liable or responsible for, whether directly, indirectly, contingently or otherwise, any indebtedness; make or agree to commit to make, any loans or advances to any other person other than loans between or among Olink and any of its subsidiaries or its or their respective employees made in the ordinary course of business; or make any capital contributions to, or investments in, any other person, except for contributions, investments or actions under cash-pool arrangements among or between any of Olink and its subsidiaries;   | 
•  | sell, contribute, distribute, transfer, lease or sublease (as lessor or sublessor), license, assign, mortgage, encumber, or incur or permit to exist any lien on or otherwise abandon, withdraw or dispose of (i) any assets with a net book value in excess of $500,000 in the aggregate or (ii) certain intellectual property;   | 
•  | waive or release, or assign, commence, pay, discharge, settle, compromise or satisfy any action;   | 
•  | change its fiscal year, revalue any of its material assets (except for the revaluation of inventory on an annual basis in the ordinary course of business) or change any of its financial, actuarial, reserving or tax accounting methods or practices in any material respect, except as required by IFRS or law;   | 
•  | (i) make, change or revoke any material tax election, (ii) change any material tax accounting period or method, (iii) enter into any “closing agreement” within the meaning of Section 7121 of the United States Internal Revenue Code of 1986 (or any similar provision of state, local or non-U.S. tax law) with a governmental body in respect of material taxes, (iv) waive or extend the statute of limitations on assessment in respect of material taxes, (v) settle or compromise any material tax claim, audit or assessment for an amount materially in excess of the amount reserved for taxes on the financial statements of Olink, (vi) file any material amended tax return or (vii) surrender any right to claim a refund of a material amount of taxes;   | 
•  | enter into, renew, extend, terminate or materially amend or modify any material contract;   | 
•  | abandon, withdraw, terminate, suspend, abrogate, amend or modify in any material respect any permits held by Olink in a manner that would materially impair the operation of the business of Olink and its subsidiaries;   | 
•  | grant any options or rights or enter into any agreement, which requires payments to or from Olink or any of its subsidiaries in excess of $1,000,000, to (i) assign, transfer, sublease, license or otherwise dispose of any leased real property or any portion thereof or interest therein, or (ii) purchase or otherwise acquire any real property or any interest therein;   | 
•  | forgive any loans or advances to any officers, employees or directors of Olink or its subsidiaries, or any of their respective affiliates;   | 
•  | make any capital expenditure or expenditures, or incur any obligations or liabilities or make any commitments in connection therewith other than in the ordinary course of business in an amount that exceeds $2,000,000 in a single transaction or $8,000,000 in the aggregate in any fiscal year;   | 
•  | enter into any new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of the Purchase Agreement;   | 
•  | adopt or implement any shareholder rights plan or similar arrangement;   | 
•  | enter into, renew, extend, terminate or materially amend or modify any agreement with affiliates; or   | 
•  | authorize, agree or commit to take any of the actions enumerated above.   | 
•  | initiate or solicit, or knowingly encourage or knowingly facilitate, any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in an Acquisition Proposal (as defined below);   | 
•  | furnish to any person (other than Parent, Buyer or any designees or Representatives of Parent or Buyer), or any Representative thereof, any non-public information in connection with, or with the intent to facilitate, the making, submission or public announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in an Acquisition Proposal;   | 
•  | participate or engage in any discussions or negotiations with any person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, an Acquisition Proposal;   | 
•  | enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Proposal; or   | 
•  | approve, authorize, agree or publicly announce the intention to do any of the foregoing.   | 
•  | cease any solicitation, encouragement, discussions or negotiations with any person other than Parent, Buyer and their Representatives with respect to any Acquisition Proposal for Olink;   | 
•  | request that each person and its Representatives (other than Parent) that has, prior to the execution and delivery of the Purchase Agreement, executed a confidentiality agreement in connection with such person’s consideration of making a possible Acquisition Proposal, return or destruction of all confidential information previously furnished to any person in connection with a possible Acquisition Proposal; and   | 
•  | terminate access, other than for Parent, Buyer or their Representatives or designees to any physical or electronic data rooms relating to an Acquisition Proposal for Olink.   | 
•  | Olink receives an Acquisition Proposal that the Olink Board determines in good faith that the proposal constitutes a Superior Proposal to Parent’s proposal;   | 
•  | the Olink Board determines in good faith, after consultation with its outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under the applicable laws of Sweden;   | 
•  | Olink has notified Parent in writing that the Olink Board intends to change its recommendation in response to, or to terminate the Purchase Agreement and enter into a definitive agreement with respect to, such Superior Proposal and such notice specifies the material terms and conditions of the related Superior Proposal, identifying the person or group making such Superior Proposal and including a copy of the relevant agreement or proposal with respect to such Superior Proposal;   | 
•  | Olink will have negotiated, and shall have instructed (and shall have used its reasonable best efforts to cause) its Representatives to negotiate, in good faith, with Parent and its Representatives during the Notice Period (as defined below), to the extent Parent requests to negotiate, with respect to any revisions proposed in writing by Parent to the terms of the Purchase Agreement that would eliminate the need for taking such action; and   | 
•  | no earlier than the end of the Notice Period, the Olink Board determines in good faith, after consultation with its outside counsel and its financial advisor or advisors and after taking into consideration the terms of any proposed amendment or modification to the Purchase Agreement that Parent has committed to in writing to make during the Notice Period, that (i) the Acquisition Proposal that is subject of the Determination Notice (as defined in the Purchase Agreement) continues to constitute a Superior Proposal and (ii) that the failure to take any such action would be inconsistent with its fiduciary duties under the applicable laws of Sweden; provided, however, that the foregoing shall apply to any material change to the financial terms of any applicable Superior Proposal and require a revised Determination Notice and a new Notice Period of three (iii) business days in connection with such material change will apply.   | 
•  | the Olink Board determines in good faith that the failure to take any such action would be inconsistent with its fiduciary duties under the applicable laws of Sweden;   | 
•  | the Company has notified Parent in writing that the Olink Board intends to effect a Change of Board Recommendation;   | 
•  | the Company shall have negotiated, and shall have instructed (and shall have used its reasonable best efforts to cause) its Representatives to negotiate, in good faith, with Parent and its Representatives during the Notice Period, to the extent Parent requests to negotiate, with respect to any revisions proposed in writing by Parent to the terms of the Purchase Agreement that would eliminate the need for taking such action; and   | 
•  | no earlier than the end of the Notice Period, the Olink Board determines in good faith, after considering the terms of any proposed amendment or modification to the Purchase Agreement that Parent has committed in writing to make during the Notice Period, that the failure to make a Change of Board Recommendation in response to such Intervening Event would be reasonably likely to be inconsistent with its fiduciary duties under the applicable laws of Sweden.   | 
•  | each Olink Stock Option outstanding immediately prior to the Closing will be cancelled in exchange for the holder thereof being entitled to receive (i) the Vested Option Cash-Out Amount and (ii) an Unvested Option Replacement Award, provided that each Olink Stock Option that has an exercise price per Share that is equal to or greater than the Offer Consideration will be canceled for no consideration; and   | 
•  | each Olink RSU that is outstanding and unvested as of immediately prior to the Closing will be cancelled in exchange for the holder thereof being entitled to receive an RSU Replacement Award.   | 
•  | “Acquisition Proposal” means any offer or proposal made or renewed by a person or group (other than Parent or Buyer) at any time after the date of the Purchase Agreement relating to any (i) direct or indirect acquisition by any person or group (or the shareholders of any person or group) of beneficial ownership of 20% or more of any class of equity or voting securities of Olink (or of any resulting parent company of Olink) or 20% or more of the outstanding voting power of Olink (or any resulting parent company of Olink) (or any other equity interests representing such voting power after giving effect to any right of conversion or exchange thereof) or (ii) direct or indirect acquisition or exclusive license by any person or group (or shareholder of any person or group) of assets representing 20% or more of the consolidated   | 
•  | “Change of Board Recommendation” means (i) the withdrawal, amendment, modification or qualification of the Olink Board’s recommendation regarding the transactions or any public proposal to withdraw, or amend, modify or qualify the Olink Board’s recommendation, in each case under this clause (i), in a manner adverse to Parent or Buyer, (ii) the failure to include the Company Board Recommendation in the Solicitation/Recommendation Statement on Schedule 14D-9 disseminated to holders of the Offer Securities, (iii) the approval, authorization or recommendation by the Company Board of any Acquisition Proposal (as defined below) or any public proposal by the Company Board to approve, authorize or recommend any Acquisition Proposal or (iv) if any Acquisition Proposal is structured as a tender offer or exchange offer for the outstanding equity interests of the Company and is commenced pursuant to Rule 14d-2 under the Exchange Act (other than by Parent or an Affiliate of Parent), the failure to recommend, within ten (10) business days after such commencement, against acceptance by the shareholders of the Company of such tender offer or exchange offer.   | 
•  | “Governmental Body” means any federal, state, provincial, local, municipal, foreign or other governmental authority, including, any judicial, administrative or arbitral body, applicable securities exchange, or any department, minister, agency, commission, commissioner, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing.   | 
•  | “Intervening Event” means a material change, effect, event, circumstance, occurrence, or other matter that was not known to or reasonably foreseeable by the Olink Board or any member thereof on the date of the Purchase Agreement, which change, effect, event, circumstance, occurrence, or other matter, or any consequence thereof, becomes known or reasonably foreseeable to the Olink Board or any member thereof prior to the Acceptance Time; provided, however, that in no event will any of the following constitute an Intervening Event: (i) the receipt, existence or terms of an Acquisition Proposal or any inquiry related thereto or the consequences thereof; (ii) any changes in the market price or trading volume of the Shares or the ADSs in and of themselves; (iii) advancements, increased adoption and other events contemplated by the Company’s growth and customer acquisition strategy, external or internal studies relating to the Company’s products or their use, or scientific and technological developments generally in the field of proteomics, in each case under this clause (iii), to the extent known or reasonably foreseeable by the Olink Board or any member thereof as of the date hereof (including as reflected in any internal projections, cases, budgets, forecasts or estimates of the Company’s financial metrics for any period); or (iv) the fact, in and of itself, that the Company meets or exceeds any internal or analyst projections, confidential information memorandum cases, budgets, forecasts or estimates of the Company’s revenues, earnings or other financial metrics for any period.   | 
•  | “Notice Period” means the period beginning on the day of delivery by the Company to Parent of a Determination Notice and ending on the fourth (4th) business day thereafter.   | 
•  | “Superior Proposal” means any bona fide written Acquisition Proposal (provided that for purposes of this definition, references to “twenty percent (20%) or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “more than fifty percent (50%)”) that did not result from or arise out of a material breach of Olink’s non-solicitation obligations under the Purchase Agreement and that (i) the Olink Board determines in good faith is reasonably likely to be consummated on the terms proposed and for which financing (if required) is committed and is reasonably likely to be obtained and (ii) the Olink Board determines in good faith, after consultation with outside legal counsel and its financial advisor or advisors, is more favorable to the Company and its shareholders than the Transactions, taking into account all financial, legal, regulatory, timing and other aspects under the Purchase Agreement of such Acquisition Proposal (including any adjustment to the terms and conditions of the Transactions proposed by Parent in accordance with Olink’s non-solicitation obligations in response to such proposal prior to expiration of the Notice Period).   | 
•  | appear at each such meeting or otherwise cause all such Subject Shares of the Supporting Shareholder to be counted as present thereat for purposes of determining a quorum; and   | 
•  | be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of the adoption of the Purchase Agreement and, without limitation, any amended and restated Purchase Agreement or amendment to the Purchase Agreement (other than amendments that automatically terminate the Support Agreement pursuant to the terms thereof) and approving any other matters necessary for the consummation of the Transactions, and any proposal to adjourn or postpone any such meeting of Olink’s shareholders to a later date if there are not sufficient votes to adopt the Purchase Agreement; (ii) against any Acquisition Proposal; (iii) against any change in membership of the Olink Board that is not recommended or approved by the Olink Board   | 
Purpose of the Offer; Plans for Olink.   | 
Certain Effects of the Offer.   | 
Dividends and Distributions.   | 
Conditions to the Offer.   | 
•  | satisfaction of the Minimum Tender Condition;   | 
•  | expiration or termination of any waiting period (or any extension thereof) applicable to the Offer under any Applicable Regulatory Laws, and obtaining of any relevant approvals, consents or waivers pursuant to the Applicable Regulatory Laws specified in the Purchase Agreement;   | 
•  | the absence of any judgment, injunction, rule, order or decree (whether temporary, preliminary or permanent) entered, enacted, promulgated, enforced or issued by any court or Governmental Body of competent jurisdiction or voluntary timing agreement with a Governmental Body, in each case, that is then   | 
•  | the compliance and performance of Olink in all material respects with all of its agreements and covenants required to be performed or complied with by it under the Purchase Agreement on or before Acceptance Time;   | 
•  | specified representations and warranties of Olink with respect to the absence of certain developments must have been true and correct in all respects as of the date of the Purchase Agreement;   | 
•  | specified representations and warranties of Olink with respect to its capitalization must have been true and correct in all respects, except for de minimis inaccuracies, in each case as of the date of the Purchase Agreement and as of the Expiration Time as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case on and as of such earlier date);   | 
•  | specified representations and warranties of Olink with respect to its corporate organization, authorization, capitalization, subsidiaries, no breach, brokerage and opinions, must have been true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) in all material respects, in each case as of the date of the Purchase Agreement and as of the Expiration Time as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case on and as of such earlier date);   | 
•  | all other representations and warranties of Olink contained in the Purchase Agreement must have been true and correct as of the date of the Purchase Agreement and as of the Expiration Time as though made on and as of such date (except to the extent such representation and warranty expressly speaks as of an earlier date and time, in which case on and as of such earlier date) except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”) has not had a Company Material Adverse Effect (as defined in the Purchase Agreement and as described in more detail in Section 12—“The Transaction Agreements—The Purchase Agreement”);   | 
•  | delivery to Parent of a certificate dated as of the Expiration Time signed on behalf of the Company by the chief executive or financial officer of the Company by the chief executive or financial officer of the Company to the effect that the conditions set forth in the preceding five paragraphs have been satisfied as of the Expiration Time;   | 
•  | that since the date of the Purchase Agreement there has not occurred any change, effect, event, inaccuracy, occurrence or other matter that has had a Company Material Adverse Effect, which is ongoing as of the Expiration Time (the “MAE Condition”); and   | 
•  | that the Purchase Agreement has not been terminated pursuant to its terms.   | 
Certain Legal Matters; Regulatory Approvals.   | 
Fees and Expenses.   | 
Miscellaneous.   | 
|  | Name  |  |  | Present Principal Occupation or Employment; Material Positions Held During the Last Five Years   |  | 
|  | Marc N. Casper*  |  |  | Mr. Casper, age 55, has been President and Chief Executive Officer since 2009, and was also elected Chairman of Parent’s board in February 2020. He currently serves on the board of Synopsys, Inc., and previously served on the board of US Bancorp until 2021.   |  | 
|  | Scott M. Sperling*  |  |  | Mr. Sperling, age 65, has been a director of Parent since 2006. Mr. Sperling has served as Co-Chief Executive Officer of Thomas H. Lee Partners LP, a private equity firm, since 1994. Mr. Sperling currently serves on the board of Agiliti, Inc., and previously on the board of iHeart Media, Inc. and The Madison Square Garden Company.   |  | 
|  | Nelson J. Chai*  |  |  | Mr. Chai, age 58, has been a director of Parent since 2010. Since 2018, he has served as Chief Financial Officer of Uber Technologies, Inc., a global ride-hailing technology company.   |  | 
|  | Ruby R. Chandy*  |  |  | Ms. Chandy, age 61, has been a director of Parent since 2022. Ms. Chandy was formerly President of the Industrial Division of Pall Corporation from 2012 through 2015. From 2001 to 2007, Ms. Chandy held various roles at Parent. She currently serves on the board of Dupont de Nemours, Inc. and Flowserve Corporation, and previously served on the board of Ametek, Inc.   |  | 
|  | C. Martin Harris, MD*  |  |  | Dr. Harris, age 67, has been a director of Parent since 2012. Since 2016, he has served as Vice President for Medical Affairs, Chief Business Officer and Professor of the Department of Internal Medicine of Dell Medical School at the University of Texas at Austin. Previously, he was Interim Vice President for Medical Affairs at the University of Texas, Austin, from 2021 to 2023. Dr. Harris is currently a director of Agiliti, Inc., Colgate-Palmolive Company, and MultiPlan Corporation, and he previously served on the board of HealthStream Inc. and Invacare Corporation.   |  | 
|  | Tyler Jacks, PhD*  |  |  | Dr. Jacks, age 62, has been a director of Parent since 2009. Since 2021, he has served as President of Break Through Cancer. At the Massachusetts Institute of Technology he has served as Professor of the Department of Biology and Center for Cancer Research of the Koch Institute since 1992, and Founding Director of the Integrative Cancer Research from 2001 to 2021. From 1994 to 2021, he also served as an investigator with the Howard Hughes Medical Institute, a non-profit medical research organization. He currently serves as a director of Amgen Inc.   |  | 
|  | Jennifer M. Johnson*  |  |  | Ms. Johnson, age 59, has been a director of Parent since July 2023. She has served as President and Chief Executive Officer of Franklin Resources, Inc. since 2020. Previously, Ms. Johnson served as President and Chief Operating Officer of Franklin Resources from 2017 to 2020. Ms. Johnson serves on the board of Franklin Resources, Inc.   |  | 
|  | R. Alexandra (Alex) Keith*  |  |  | Ms. Keith, age 55, has been a director of Parent since 2020. She is Chief Executive Officer of P&G Beauty and Executive Sponsor, Corporate Sustainability. Previously, Ms. Keith served as President, Global Hair Care & Beauty Sector, from 2017 to 2019.   |  | 
|  | James C. Mullen*  |  |  | Mr. Mullen, age 65, has been a director of Parent since 2018. He served as Executive Chair of the Board of Editas Medicine, Inc. from 2022 to 2023, and previously as Chairman, President and Chief Executive Officer from 2021 to 2022. Mr. Mullen previously served as Chief Executive Officer of Patheon N.V., a leading global provider of pharmaceutical development and manufacturing services from February 2011 until its   |  | 
|  | Name  |  |  | Present Principal Occupation or Employment; Material Positions Held During the Last Five Years   |  | 
|  |  |  | acquisition by Parent in August 2017. Mr. Mullen previously served on the board of Insulet Inc., and Patheon N.V.   |  | |
|  | Lars R. Sørensen*  |  |  | Mr. Sørensen, age 69, has been a director of Parent since 2016. Mr. Sørensen also served as a director of Parent from 2011 to 2015. He is currently serving as Vice Chairman of Ferring Pharmaceuticals SA and previously served as Executive Chairman from 2022 to 2023 and Chairman from 2021 to 2022. He previously served on the board of directors of Carlsberg AS and Essity Aktiebologet.   |  | 
|  | Debora L. Spar*  |  |  | Dr. Spar, age 60, has been a director of Parent since 2019. She is currently the Professor of Business Administration at Harvard Business School and Senior Associate Dean for Business in Global Society, and previously served as Senior Associate Dean of Harvard Business School Online from 2019 to 2021. She previously served as director of Goldman Sachs & Co. LLC and Northern Star Acquisition Company.   |  | 
|  | Dion J. Weisler*  |  |  | Mr. Weisler, age 56, has been a director of Parent since 2017. He served as President and Chief Executive Officer of HP Inc. from 2015 to 2019. He is currently a director of Intel Corporation and BHP, and previously served on the board of HP, Inc.   |  | 
|  | Stephen Williamson  |  |  | Mr. Williamson, age 56, was named Senior Vice President and Chief Financial Officer in 2015. Mr. Williamson served on the board of International Flavors and Fragrances Inc. until March 2023.   |  | 
|  | Michel Lagarde  |  |  | Mr. Lagarde, age 49, was named Executive Vice President in 2019 and became Chief Operating Officer in 2022. Previously, Mr. Lagarde served as Executive Vice President from September 2019 through 2022. He joined Parent through the acquisition of Patheon in 2017. Mr. Lagarde serves on the board of Vertex Pharmaceuticals Incorporated.   |  | 
|  | Gianluca Pettiti  |  |  | Mr. Pettiti, age 45, became Executive Vice President in December 2021. From 2019 through 2021, he was Senior Vice President and President, Specialty Diagnostics. Mr. Pettiti currently serves on the board of Butterfly Network Inc.   |  | 
|  | Michael A. Boxer  |  |  | Mr. Boxer, age 61, joined Parent in January 2018 as Senior Vice President and General Counsel.   |  | 
|  | Lisa P. Britt  |  |  | Ms. Britt, age 55, has been Senior Vice President and Chief Human Resources Officer since 2017.   |  | 
|  | Joseph R. Holmes  |  |  | Mr. Holmes, age 45, has been Vice President and Chief Accounting Officer since 2021. Previously, Mr. Holmes served as Senior Director, Technical Accountant from 2017 to 2021.  |  | 
|  | Name  |  |  | Present Principal Occupation or Employment; Material Positions Held During the Last Five Years   |  | 
|  | Anthony H. Smith*  |  |  | Mr. Smith has been a director of Buyer since 2023. He has been Vice President of Tax and Treasury and Treasurer for the last five years.   |  | 
|  | Bram Monster*  |  |  | Mr. Monster has been a director of Buyer since 2023. He has been employed for the last five years by Thermo Fisher Scientific B.V., including as Tax Director.   |  | 
|  | Petrus van der Zande*  |  |  | Mr. van der Zande has been a director of Buyer since 2023. He has been Senior Director Finance and Tax Operations, EMEA for Thermo Fisher Scientific Inc. for the last five years.  |  | 
By Mail: The Bank of New York Mellon Attn: Voluntary Corporate Actions, COY: OLIB P.O. Box 43011 Providence, RI 02940-3011  |  |  | By Overnight Courier: The Bank of New York Mellon Attn: Voluntary Corporate Actions, COY: OLIB 150 Royall Street, Suite V Canton, MA 02021  | 
