THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.PART TWO OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THECOMPANIES ACT AND DETAILS OF A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED, WILL RESULT IN THECANCELLATION OF THE LISTING ON THE OFFICIAL LIST AND OF ADMISSION TO TRADING OF BTG SHARES ON THELONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES.If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from yourstockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, ifyou are in the UK, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the UK.If you have sold or otherwise transferred all of your BTG Shares, please send this document (but not any personalised accompanying documents) and anyreply-paid envelope at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, fortransmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in, into or from any jurisdiction where to doso would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred part only of your holding of BTG Shares,please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recentlypurchased or otherwise been transferred BTG Shares in certificated form, notwithstanding receipt of this document and any accompanying documents fromthe transferor, you should contact Link Asset Services on the telephone numbers set out below to obtain personalised Forms of Proxy.The distribution of this document in or into jurisdictions other than the UK may be restricted by the laws or regulations of those jurisdictions and thereforepersons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any suchrestrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwiseacquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in anyjurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus.

Recommended cash acquisition of

BTG plcby

Bravo Bidco Limitedan indirect wholly-owned subsidiary of

Boston Scientific Corporation

to be effected by means of a scheme of arrangement ofBTG plc under Part 26 of the Companies Act 2006

This document, together with the accompanying Forms of Proxy, should be read as a whole. Your attention is drawn to the letter from theChairman of BTG in Part One (Letter from the Chairman of BTG) of this document, which contains the unanimous recommendation of the BTGDirectors that you vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. A letter from Goldman SachsInternational, J.P. Morgan Cazenove, and Rothschild & Co explaining the Scheme appears in Part Two (Explanatory Statement) of this documentand constitutes an explanatory statement in compliance with section 897 of the Companies Act.Notices of the Court Meeting and the General Meeting of BTG, each of which will be held in the Marlborough Theatre, at No. 11 Cavendish Square,London, W1G 0AN on 28 February 2019, are set out on pages 85 to 93 of this document. The Court Meeting will start at 12.30 p.m. on that date and theGeneral Meeting at 12.45 p.m. or as soon thereafter as the Court Meeting is concluded or adjourned.Action to be taken by BTG Shareholders is set out on pages 31 to 32 of this document. BTG Shareholders are asked to complete and return the enclosedblue and white Forms of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by BTG’sregistrar (as below), Link Asset Services, not later than 48 hours before the relevant meeting, excluding any part of a day that is not a business day.BTG Shareholders who hold BTG Shares in CREST may also appoint a proxy through the CREST electronic proxy appointment service by following theinstructions set out on pages 31 to 32 of this document. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may behanded to BTG’s registrar, Link Asset Services, on behalf of the Chairman of the Court Meeting before the start of the Court Meeting. However, in the caseof the General Meeting, if the white Form of Proxy is not lodged by the relevant time, and in accordance with the instructions on the Form of Proxy, it willbe invalid.If you have any questions about this document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy, please call theShareholder Helpline at Link Asset Services on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls tothis number from outside the UK will be charged at the applicable international rate. Link Asset Services is open from 9.00 a.m. to 5.30 p.m., Monday toFriday, excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls maybe recorded and monitored for security and training purposes.Goldman Sachs International (Goldman Sachs), which is authorised by the Prudential Regulation Authority and regulated by the Financial ConductAuthority and the Prudential Regulation Authority in the UK, is acting as financial advisor exclusively for BTG and no one else in connection with theAcquisition and any other matters referred to in this document and will not be responsible to anyone other than BTG for providing the protections affordedto such financial advisory clients of Goldman Sachs, or for providing advice in connection with the Acquisition or any matter referred to in this document.J. P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised by thePrudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. J.P. Morgan Cazenoveis acting as financial advisor exclusively for BTG and no one else in connection with the Acquisition and any other matters referred to in this document andwill not be responsible to anyone other than BTG for providing the protections afforded to such financial advisory clients of J.P. Morgan Cazenove, or forproviding advice in relation to the Acquisition or any matter referred to in this document.N M Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusivelyfor BTG and no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the mattersset out in this document and will not be responsible to anyone other than BTG for providing the protections afforded to clients of Rothschild & Co, nor forproviding advice in relation to the Acquisition or any other matter referred to in this document. Neither Rothschild & Co nor any of its subsidiaries,branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Rothschild & Co in connection with the matters referred to in this document, or otherwise.Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential RegulationAuthority. It is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is subject tolimited regulation in the UK by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation andregulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request or fromwww.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG, acting through its London branch (Deutsche Bank) is acting as corporate broker toBTG plc and no other person in connection with this document or any of its contents. Deutsche Bank will not be responsible to any person other thanBTG plc for providing any of the protections afforded to clients of Deutsche Bank, nor for providing any advice in relation to the matters set out in thisdocument. Neither Deutsche Bank nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with the matters set out in thisdocument, any statement contained herein or otherwise.Barclays Bank PLC, acting through its investment bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated by theFinancial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Boston Scientific and Bidco and no one else inconnection with the matters referred to in this document and will not be responsible to anyone other than Boston Scientific and Bidco for providing theprotections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this document.

IMPORTANT NOTICE

The distribution of this document in or into jurisdictions other than the UK may be restricted by law andtherefore any persons who are subject to the laws of any jurisdiction other than the UK should informthemselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions mayconstitute a violation of the securities laws or regulations of such jurisdiction. Neither this document nor any ofthe accompanying documents do or are intended to constitute or form part of any offer or invitation topurchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of anyvote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation orsolicitation is unlawful. This document has been prepared for the purposes of complying with the laws ofEngland and Wales, the Code and the Listing Rules and the information disclosed may not be the same as thatwhich would have been disclosed if this document had been prepared in accordance with the laws ofjurisdictions outside England and Wales.

Overseas Jurisdictions

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe forshares in any jurisdiction in which such offer or solicitation is unlawful.

Notice to shareholders in the US

The Acquisition relates to the shares of an English company and is being effected by means of a scheme ofarrangement under the laws of England and Wales. A transaction effected by means of a scheme ofarrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Actof 1934 (the US Exchange Act). Accordingly, the Acquisition is subject to the disclosure requirements, rulesand practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements,style and format of US proxy solicitation or tender offer rules. However, Bidco reserves the right, subject to theprior consent of the Panel and in accordance with the Co-operation Agreement, to elect to implement theAcquisition by means of a Takeover Offer for the entire issued and to be issued share capital of BTG, as analternative to the Scheme. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, itshall be made in compliance with all applicable laws and regulations. If such a Takeover Offer is required to bemade in the US, it will be done in compliance with the applicable tender offer rules under the US ExchangeAct, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In addition to any suchTakeover Offer, Bidco, certain affiliated companies or their nominees or brokers (acting as agents) may, inaccordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, make certainpurchases of, or arrangements to purchase, BTG Shares other than pursuant to the Takeover Offer, until thedate on which the Takeover Offer and/or the Scheme becomes Effective, lapses or is withdrawn. If suchpurchases or arrangements to purchase were to be made, they would be made outside the US and wouldcomply with applicable law, including the US Exchange Act. Such purchases or arrangements to purchase mayoccur either in the open market at prevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in the UK, will be reported to the RegulatoryNews Service of the London Stock Exchange and will be available on the London Stock Exchange website athttp://www.londonstockexchange.com/prices-and-news/prices-news/home.html.

The information contained in this document has neither been approved nor disapproved by the US Securitiesand Exchange Commission (the SEC) or any US state securities commission. Neither the SEC, nor any statesecurities commission, has passed upon the fairness or merits of the proposal described in, nor upon theaccuracy or adequacy of the information contained in, this document. Any representation to the contrary is acriminal offence in the US.

The financial information included or incorporated by reference into this document, except for the BostonScientific information incorporated by reference on page 49, has been prepared in accordance with accountingstandards applicable in the UK that may not be comparable to the financial statements of US companies. USgenerally accepted accounting principles (US GAAP) differ in certain significant respects from IFRS used inthe UK. None of the financial information in this document has been audited in accordance with auditingstandards generally accepted in the US or the auditing standards of the Public Company Accounting OversightBoard (United States) and therefore the financial information included or incorporated by reference into thisdocument relating to BTG may not be comparable with the financial information of Boston Scientific. Equally,the financial information included in this document relating to Boston Scientific may not be comparable to thefinancial information relating to other companies whose financial statements are prepared in accordance withUS GAAP.

1

The receipt of cash pursuant to the Acquisition by a US Shareholder as consideration in accordance with theterms of the Acquisition will be a taxable transaction for US federal income tax purposes and under applicableUS state and local, as well as foreign and other, tax laws. Each BTG Shareholder is urged to consult hisindependent professional adviser immediately regarding the tax consequences of the Acquisition applicable tohim or her.

The statements contained in this document are made as at the date of this document, unless some other time isspecified in relation to them, and service of this document shall not give rise to any implication that there hasbeen no change in the facts set forth in this document since such date. Nothing in this document shall bedeemed to be a forecast, projection or estimate of the future financial performance of BTG, the BTG Group,Boston Scientific or the Boston Scientific Group except where otherwise stated.

Notice to shareholders in Belgium

The distribution of this document does not constitute a public bid in Belgium, and no public bid will belaunched outside Belgium. The Belgium market authorities (FSMA) do not intervene in this transaction.

Notice to shareholders in Hong Kong

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You areadvised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of thisdocument, you should obtain independent professional advice.

Notice to shareholders in the Kingdom of Saudi Arabia

This document is not intended to constitute an offer, sale or delivery of securities under the laws of theKingdom of Saudi Arabia. No action has been or will be taken in the Kingdom of Saudi Arabia that wouldpermit an offer of securities in the Kingdom of Saudi Arabia.

Notice to shareholders in South Africa

Information made available in this document should not be considered as “advice” as defined in the FinancialAdvisory and Intermediary Services Act, 37 of 2002 in South Africa.

Notice to shareholders in Switzerland

This document is not intended to constitute an offer or a solicitation to purchase or invest in the shares of BTG.The shares of BTG may not be publicly offered, sold or advertised, directly or indirectly, in, into or fromSwitzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange,multilateral or organised trading facility in Switzerland. This document has been prepared without regard to thedisclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations orthe disclosure standards for listing prospectuses under art. 27 ff. of the listing rules of SIX or the listing rules ofany other stock exchange, multilateral or organised trading facility in Switzerland. Neither this document norany other offering or marketing material relating to the shares of BTG may be publicly distributed or otherwisemade publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, BTG or the sharesof BTG have been or will be filed with or approved by any Swiss regulatory authority. In particular, thisdocument will not be filed with, and the shares of BTG will not be supervised by, the Swiss Financial MarketSupervisory Authority FINMA, and neither the issuer nor the shares of BTG have been or will be authorisedunder the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded toacquirers of interests in collective investment schemes under the CISA does not extend to holders of the sharesof BTG.

This document does not constitute investment advice. It may only be used by those persons to whom it hasbeen handed out in connection with the securities and may neither be copied nor directly or indirectlydistributed or made available to other persons.

Notice to shareholders in Israel

Neither this document, nor any document accompanying or referenced in this document, has been reviewed,qualified or approved by the Israeli Securities Authority or any other governmental or regulatory body.

2

Neither BTG, Bidco, Boston Scientific nor any member of the board of directors of the foregoing is a licensedinvestment services provider or intends to be licensed as an investment services provider (whether investmentsadvisor, marketer or portfolio manager) under Israel’s Regularization of Investment Advice, InvestmentMarketing and Investment Portfolio Management Law, 1995 (the Investment Services Law) or necessarilymaintains insurance as required of a licensee under such law. Nothing in this document or its accompanying orreferenced documents may be considered counselling or advice regarding the worthwhileness of an investment,holding, purchase or sale of Scheme Shares, or of any Securities or Financial Assets, each as defined under theInvestment Services Law. A Scheme Shareholder is encouraged to consult with its own financial advisors priorto making any decision in connection with the Scheme or the Acquisition.

Notice to shareholders in Denmark

The Acquisition and this document are subject to the laws of England and Wales. The Acquisition relates tosecurities in an English company and is subject to the duty of disclosure applicable in the UK which may differfrom the corresponding rules under Danish law. The Scheme applies to all BTG Shareholders based inDenmark on the same terms and conditions as to all other BTG Shareholders.

BTG Shareholders based in Denmark should be aware that this document and all other documents relating tothe Acquisition have been prepared in accordance with the laws of England and Wales and standards andregulations applicable in the UK and thus might differ from the legislation, standards and regulations used inDenmark.

Danish BTG Shareholders’ receipt of cash amounts in connection with the Scheme or the Acquisition mightalso impose tax consequences in relation to foreign and Danish tax legislation. Any BTG Shareholder is herebyurged to consult with its own independent and professional advisor immediately regarding the tax implicationsof the Scheme or the Acquisition.

Forward-looking statements

This document contains statements about Boston Scientific, Bidco and BTG that are or may be forward-lookingstatements. All statements other than statements of historical fact included in this document may beforward-looking statements. Without limitation, any statements preceded or followed by or that include thewords “targets”, “plans”, “believes”, “expects”, “should”, “could”, “would”, “continue”, “aims”, “intends”,“will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative ofsuch words or terms, are forward-looking statements. Forward-looking statements include statements relating tothe following: (i) future capital expenditures, expenses, revenues, profits, earnings, synergies, economicperformance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business andmanagement strategies and the expansion and growth of Boston Scientific’s or BTG’s operations and potentialsynergies resulting from the Offer; and (iii) the effects of government regulation on Boston Scientific’s orBTG’s business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected resultsand are based on certain key assumptions. Many factors could cause actual results to differ materially fromthose projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers arecautioned not to place undue reliance on such forward-looking statements, which speak only as of the date ofthis document. BTG and Boston Scientific disclaim any obligation to update any forward-looking or otherstatements contained in this document, except as required by applicable law.

No profit forecasts or estimates

The BTG Products Business Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. TheBTG Products Business Profit Forecast, the assumptions and the basis of preparation on which the BTGProducts Business Profit Forecast is based and the BTG Directors’ confirmations, as required by Rule 28.1 ofthe Code are set out in Part Seven (BTG Products Business Profit Forecast).

Other than the BTG Products Business Profit Forecast, no statement in this document is intended as a profitforecast or estimate for any period and no statement in this document should be interpreted to mean thatearnings or earnings per share for Boston Scientific or BTG, as appropriate, for the current or future financialyears would necessarily match or exceed the historical published earnings or earnings per share for BostonScientific or BTG, as appropriate.

3

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevantsecurities of an offeree company or of any securities exchange offeror (being any offeror other than an offerorin respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make anOpening Position Disclosure following the commencement of the offer period and, if later, following theannouncement in which any securities exchange offeror is first identified. An Opening Position Disclosure mustcontain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securitiesof each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosureby a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenthbusiness day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m.(London time) on the tenth business day following the announcement in which any securities exchange offeroris first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securitiesexchange offeror before the deadline for making an Opening Position Disclosure must instead make a DealingDisclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class ofrelevant securities of the offeree company or of any securities exchange offeror must make a DealingDisclosure if the person deals in any relevant securities of the offeree company or of any securities exchangeofferor. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests andshort positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and(ii) any securities exchange offeror, save to the extent that these details have previously been disclosed underRule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, toacquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, theywill be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also bemade by the offeree company and by any offeror and Dealing Disclosures must also be made by the offereecompany, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s websiteat www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offerperiod commenced and when any offeror was first identified. If you are in any doubt as to whether you arerequired to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’sMarket Surveillance Unit on +44 (0) 207 638 0129.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals incertain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website and availability of hard copies

A copy of this document will be made available subject to certain restrictions relating to persons resident inRestricted Jurisdictions on BTG’s website at www.btgplc.com and Boston Scientific’s website athttp://investors.bostonscientific.com by no later than 12.00 noon (London time) on the business dayfollowing the date of this document. For the avoidance of doubt, the contents of this website are notincorporated into and do not form part of this document.

You may request a hard copy of this document by contacting the Shareholder Helpline at Link Asset Serviceson +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Callsfrom outside the UK will be charged at the applicable international rate. Link Asset Services is open from9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note thatLink Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitoredfor security and training purposes. You may also request that all future documents, announcements andinformation to be sent to you in relation to the Offer should be in hard copy form.

4

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by BTG Shareholders,persons with information rights and other relevant persons for the receipt of communications from BTG may beprovided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code.

This document is dated 24 January 2019.

5

TO VOTE ON THE ACQUISITION

This page should be read in conjunction with the rest of this document, and in particular the section headed“Actions to be taken” set out on pages 31 to 32 of this document and the notices of the Court Meeting and theGeneral Meeting at the end of this document.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORESTRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY ORAPPOINT A PROXY THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE(AS APPROPRIATE) AS SOON AS POSSIBLE.

Whether or not you plan to attend the Meetings, you should:

1. complete, sign and return the blue Form of Proxy for use at the Court Meeting, or alternatively, if youhold your BTG Shares in CREST, appoint a proxy through the CREST electronic proxy appointmentservice, so as to be received no later than 12.30 p.m. on 26 February 2019 (or in the case of an adjournedmeeting, not less than 48 hours before the time and date set for an adjourned meeting, excluding any partof a day that is not a business day); and

2. complete, sign and return the white Form of Proxy for use at the General Meeting, or alternatively, if youhold your BTG Shares in CREST, appoint a proxy through the CREST electronic proxy appointmentservice, so as to be received no later than 12.45 p.m. on 26 February 2019 (or in the case of an adjournedmeeting, not less than 48 hours before the time and date set for an adjourned meeting, excluding any partof a day that is not a business day).

If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to LinkAsset Services on behalf of the Chairman of the Court Meeting before the start of the Court Meeting. However,in the case of the General Meeting, if the white Form of Proxy is not returned so as to be received by the timementioned above and in accordance with the instructions on the Form of Proxy, it will be invalid. Thecompletion and return of either Form of Proxy will not preclude you from attending the Court Meeting or theGeneral Meeting and voting in person, if you so wish.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointmentservice may do so by using the procedures described in the CREST Manual. CREST personal members orother CREST sponsored members, and those CREST members who have appointed (a) service provider(s),should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriateaction on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CRESTmessage (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions as described in the CRESTManual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointmentof a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to bevalid, be transmitted so as to be received by BTG’s Registrar, Link Asset Services (participant ID RA10), notlater than 12.30 p.m. on 26 February 2019 in the case of the Court Meeting and not later than 12.45 p.m. on26 February 2019 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than48 hours before the time and date set for the adjourned meeting, excluding any part of a day that is not abusiness day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Asset Services is able toretrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personalmember or sponsored member or has appointed (a) voting service provider(s), to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. CREST members and, where applicable,their CREST sponsors or voting service provider(s), are referred, in particular, to those sections of the CRESTManual concerning practical limitations of the CREST system and timings.

6

BTG may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) ofthe Regulations.

If you wish to appoint more than one proxy in respect of your shareholding, please contact Link Asset Serviceson the number provided below to obtain (an) additional proxy form(s). Alternatively, you may photocopy theenclosed proxy form or, if you are a CREST member, please follow the procedures set out in the CRESTManual.

The completion and return of Forms of Proxy or the submission of a proxy via the CREST electronic proxyappointment service will not prevent you from attending and voting at the Court Meeting and/or GeneralMeeting, or any adjournments of such Meetings, in person should you wish to do so and are entitled to do so.

Shareholder helpline

If you have any questions about this document, the Court Meeting or the General Meeting or how tocomplete the Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service,please call Link Asset Services on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate andwill vary by provider. Calls from outside the UK will be charged at the applicable international rate. Link AssetServices is open from 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England andWales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may berecorded and monitored for security and training purposes.

7

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

Event Time and/or date

Latest time for lodging Forms of Proxy for the:

Court Meeting (blue form) . . . . . . . . . . . . . . . . . . . 12.30 p.m. on 26 February 2019(1)

General Meeting (white form) . . . . . . . . . . . . . . . . . 12.45 p.m. on 26 February 2019(2)

Voting Record Time for the Court Meeting and theGeneral Meeting . . . . . . . . . . . . . . . . . . . . . . . . 6.30 p.m. on 26 February 2019(3)

Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.30 p.m. on 28 February 2019

General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 12.45 p.m. on 28 February 2019(4)

The following dates are indicative only and aresubject to change:(5)

Court Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . A date expected to be no later than14 days after the satisfaction or waiver of

Conditions 1.3(a) to 1.3(e) (inclusive), which isexpected to be around mid-2019 (D)(6)

Last day of dealings in BTG Shares . . . . . . . . . . . . . D + 1 business day

Dealings in BTG Shares suspended in London . . . . . . . 5.00 p.m. on D + 1 business day

Scheme Record Time . . . . . . . . . . . . . . . . . . . . . . . 6.00 p.m. on D + 1 business day

Effective Date of the Scheme . . . . . . . . . . . . . . . . . . D + 2 business days

Delisting of BTG Shares . . . . . . . . . . . . . . . . . . . . . By 8.00 a.m. on D + 3 business days

Despatch of cheques and crediting of CREST for CashConsideration due under the Scheme . . . . . . . . . . . By 14 days after the Effective Date

Long Stop Date . . . . . . . . . . . . . . . . . . . . . . . . . . 20 August 2019(7)

Notes:

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed forthe Court Meeting or, in the case of an adjourned meeting, 48 hours before the time appointed for the Court Meeting, excludingany part of a day that is not a business day. Blue Forms of Proxy not so lodged may be handed to Link Asset Services on behalfof the Chairman of the Court Meeting before the start of the Court Meeting.

(2) White Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the GeneralMeeting or, in the case of an adjourned meeting, 48 hours before the time appointed for the General Meeting, excluding any partof a day that is not a business day.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting willbe 6.30 p.m. on the day which is two business days before the date of the adjourned meeting.

(4) Or as soon as the Court Meeting shall have concluded or been adjourned.

(5) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or(if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar ofCompanies.

(6) The Court Hearing to sanction the Scheme is expected to be held no later than 14 days after the satisfaction, or, whereapplicable, waiver of Conditions 1.3(a) to 1.3(e) (inclusive), as set out in Part Three (Conditions and further terms to theImplementation of the Scheme and to the Acquisition) of this document. BTG will give adequate notice of the date and time ofthe Court Hearing, once known, by issuing an announcement through a Regulatory Information Service.

(7) This is the latest date by which the Scheme may become Effective unless Boston Scientific and BTG agree (and the Panel and, ifrequired, the Court permit) a later date.

All references in this document to times are to London time unless otherwise stated. The dates and times givenare indicative only and are based on BTG’s current expectations and may be subject to change (including as aresult of changes to the regulatory timetable). If any of the expected times and/or dates above change, therevised times and/or dates will be notified to BTG Shareholders by announcement through a RegulatoryInformation Service.

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TABLE OF CONTENTS

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PART ONE LETTER FROM THE CHAIRMAN OF BTG . . . . . . . . . . . . . . . . . . . . . . . . . 12

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2. Summary of the terms of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3. Background to and reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4. Background to and reasons for the BTG Board recommendation . . . . . . . . . . . . . . . . . . 13

5. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

6. Information on BTG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

7. Information on Boston Scientific and Bidco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

8. BTG trading update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

9. Boston Scientific Trading Update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

10. Intentions with regards to the business, management employees and pensions schemes of BTGand the Combined Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

11. Employee Share Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

12. Action to be taken by BTG Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

13. BTG ADRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

14. Overseas shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

15. The Scheme and the Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

16. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

17. UK taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

18. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

19. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

PART TWO EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

2. Summary of the terms of the Acquisition and the Scheme . . . . . . . . . . . . . . . . . . . . . . 21

3. BTG Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

4. The BTG Directors and the effect of the Scheme on their interests . . . . . . . . . . . . . . . . . 26

5. De-listing of BTG Shares and settlement of Cash Consideration . . . . . . . . . . . . . . . . . . . 26

6. UK taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

7. US taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

8. Employee Share Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

9. BTG ADRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

10. Overseas Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

11. Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

12. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

PART THREE CONDITIONS AND FURTHER TERMS TO THE IMPLEMENTATION OF THESCHEME AND TO THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

1. Conditions to the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

2. Waiver and invocation of the Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

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3. Implementation by way of Takeover Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

4. Certain further terms of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

PART FOUR THE SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

1. Transfer of Scheme Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

2. Consideration for the transfer of Scheme Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

3. Share certificates and cancellation of CREST entitlements . . . . . . . . . . . . . . . . . . . . . . . 46

4. Despatch of consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

5. Dividend mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

6. Operation of this Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

7. Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

8. Governing law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

PART FIVE FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

1. Boston Scientific financial information incorporated by reference . . . . . . . . . . . . . . . . . . 49

2. Bidco financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

3. Effect of Scheme becoming Effective on Boston Scientific . . . . . . . . . . . . . . . . . . . . . . 49

4. BTG financial information incorporated by reference . . . . . . . . . . . . . . . . . . . . . . . . . . 50

5. Hard copies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

6. No incorporation of website information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

PART SIX ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS . . . . . . . . . 51

1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

2. US securities laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

PART SEVEN BTG PRODUCTS BUSINESS PROFIT FORECAST . . . . . . . . . . . . . . . . . . . 53

PART EIGHT ADDITIONAL INFORMATION ON BTG, BOSTON SCIENTIFIC AND BIDCO 55

1. Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

2. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

3. Disclosures in respect of relevant BTG securities, relevant Bidco securities and relevant BostonScientific securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

4. Interests and dealings—general . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

5. Directors’ service contracts and emoluments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

6. Market quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

7. Material contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

8. Offer-related arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

10. Offer-related fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

11. Financing arrangements relating to Bidco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

12. Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

13. Cash confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

14. Persons acting in concert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

15. Boston Scientific stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

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16. No significant change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

17. Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

18. Documents published on a website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

19. Sources of information and bases of calculation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

PART NINE DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

PART TEN NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

PART ELEVEN NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

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PART ONELETTER FROM THE CHAIRMAN OF BTG

Directors: Registered office:Garry Watts (Chairman) 5 Fleet PlaceDame Louise Makin (Chief Executive Officer) LondonDuncan Kennedy (Chief Financial Officer) EC4M 7RDJim O’Shea (Non-Executive Director)Ian Much (Non-Executive Director)Richard Wohanka (Non-Executive Director)Anne Thorburn (Non-Executive Director)Graham Hetherington (Non-Executive Director)Dr Susan Foden (Non-Executive Director)Gregory Barrett (Non-Executive Director)

Incorporated in England and Waleswith registered number 02670500

24 January 2019

To the holders of BTG Shares and, for information only, to holders of options or awards under the BTG SharePlans

Dear Shareholder

RECOMMENDED CASH ACQUISITION OF BTG BY BIDCO

1. Introduction

On 20 November 2018 the boards of BTG and Boston Scientific announced that they had agreed the terms of arecommended cash offer pursuant to which Boston Scientific, through its indirect wholly-owned subsidiaryBidco, will acquire the entire issued and to be issued ordinary share capital of BTG.

I am writing to you today to set out the background to the Acquisition and the reasons why the BTG Directorsconsider the financial terms of the Acquisition to be fair and reasonable and are unanimously recommendingthat you vote in favour of the Acquisition. I draw your attention to the letter from Goldman Sachs, J.P. MorganCazenove, and Rothschild & Co, set out in Part Two (Explanatory Statement) of this document which givesdetails about the Acquisition and to the additional information set out in Part Eight (Additional Information onBTG, Boston Scientific and Bidco) of this document.

In order to approve the terms of the Acquisition, Scheme Shareholders will need to vote in favour of theScheme at the Court Meeting and the Resolution at the General Meeting, to be held on 28 February 2019 in theMarlborough Theatre, at No.11 Cavendish Square, London, W1G 0AN. Details of the actions you are asked totake are set out in paragraph 11 of Part Two (Actions to be taken) of this document. The recommendation ofthe BTG Directors is set out in paragraph 18 of this letter.

2. Summary of the terms of the Acquisition

The Acquisition will be implemented by way of a scheme of arrangement between BTG and SchemeShareholders under Part 26 of the Companies Act.

Under the terms of the Acquisition, which will be subject to the terms and conditions set out in Part Three(Conditions and further terms to the Implementation of the Scheme and to the Acquisition) of this document,Scheme Shareholders will receive:

for each BTG Share 840 pence in cash

The terms of the Acquisition value the entire existing issued and to be issued ordinary share capital of BTG atapproximately £3.3 billion and the price represents a premium of approximately:

• 36.6 per cent. to the Closing Price per BTG Share of 615 pence on 19 November 2018 (being the lastbusiness day before the commencement of the Offer Period); and

• 51.0 per cent. to the 90 trading day volume-weighted average share price per BTG Share of 556 pence forthe period ended 19 November 2018 (being the last business day before the commencement of the OfferPeriod).

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The BTG Shares to be acquired under the Acquisition will be acquired fully paid and free from all liens,charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of anynature whatsoever and together with all rights now and hereafter attaching to them.

If any dividend or other distribution is announced, declared, made or paid in respect of BTG Shares on or afterthe date of the Announcement and before the Effective Date, Bidco reserves the right to reduce the CashConsideration by the amount of all or part of any such dividend or other distribution, except where theBTG Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive thedividend or distribution and retain it.

3. Background to and reasons for the Acquisition

Boston Scientific is one of the largest independent medical technology companies in the world with a widerange of product offerings that address unmet patient needs across multiple medical conditions. BostonScientific possesses a long history of growth through internal innovation complemented by selectiveacquisitions and regularly reviews opportunities for its diverse set of businesses.

Boston Scientific believes that the Acquisition represents a compelling opportunity to build upon the strengthsof Boston Scientific’s $1.2 billion Peripheral Interventions division with the addition of BTG’s high growth andcomplementary Interventional Medicine platform.

In addition, BTG’s pharmaceutical business adds a profitable portfolio of lifesaving acute care drugs, and itslicensing business adds a portfolio of profitable licensed pharmaceutical products that generate a stream ofroyalties with minimal infrastructure requirements.

Boston Scientific’s comprehensive and global research and development, clinical and commercial expertisecombined with BTG’s strong positions in growing areas of Interventional Oncology and Interventional Vascularwill position the combined entity to better serve patients, payors and providers around the world.

In particular, Boston Scientific expects the Acquisition to deliver short and long-term benefits, including:

• strengthening Boston Scientific’s offerings in the area of cancer treatment with the addition of BTG’shighly differentiated Interventional Oncology segment that will enable Boston Scientific to expandtreatment options for cancer patients worldwide;

• advancing Boston Scientific’s category leadership strategy in the Peripheral Interventions segment byadding high growth revenues ($341 million for the 12 month period ending 30 September 2018) to BostonScientific’s existing Peripheral Interventions division;

• expanding Boston Scientific’s venous portfolio offering by adding BTG’s pulmonary embolism franchisein addition to other highly differentiated vascular products;

• providing a strong return to Boston Scientific’s investors, including by adding two to three cents ofaccretion to Boston Scientific’s adjusted earnings per share in 2019, and increasing levels of accretionthereafter; and

• delivering significant revenue and cost synergies through Boston Scientific’s enhanced globalmanufacturing capabilities and Boston Scientific’s and BTG’s combined geographic footprint.

Boston Scientific is confident in its ability to deliver on its strategy for the Acquisition, having demonstrated astrong track record of integrating acquisitions into its organisation and driving both revenue growth andoperating improvements through more than 20 acquisitions in the past five years.

4. Background to and reasons for the BTG Board recommendation

Since its flotation in 1995, BTG has developed into a global specialist healthcare company. Under theleadership of Dame Louise Makin and the management team, a key element of BTG’s strategy in the pastdecade has been to develop a leading and scalable Interventional Medicine portfolio to bring patients a set ofinnovative medical technologies enabling minimally invasive, often image guided, procedures. Today BTG’sInterventional Medicine portfolio represents a significant growth driver for the business and one of the fewwell-developed scale platforms in the market. Alongside Interventional Medicine, BTG also benefits from itshighly profitable pharmaceuticals business focused on critical care products, as well as royalties from legacyintellectual property licencing arrangements. BTG has delivered a compelling financial performance withrevenue, adjusted operating profit and adjusted basic earnings per share growth of 9 per cent., 18 per cent., and42 per cent., respectively, for the financial year ended 31 March 2018. This strong growth was reinforced in theresults for the six month period ended 30 September 2018, which were announced on 13 November 2018.

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When combined with the continued scaling of the Interventional Medicine business and its strong financialprofile, the BTG Directors remain highly confident that the ongoing successful execution of its strategy wouldprovide long-term growth and create significant value for shareholders.

The BTG Directors believe that BTG has a clear strategy and strong independent future. However, followingthe approach from Boston Scientific, the BTG Directors held detailed discussions regarding the terms of thepotential Acquisition. These discussions resulted in the offer price of 840 pence in cash for each ordinary share.

In assessing the terms of the Acquisition, the BTG Directors considered the all-cash nature of the consideration,which would provide BTG Shareholders with the opportunity to receive an immediate and certain value incash, that would otherwise potentially be unlocked over a longer period of time as BTG executes its strategyand realises its longer term potential, while taking into account the inherent execution risks. These risks includean uncertain macro and regulatory and reimbursement environment, patent challenges or expiries, potentialnovel or generic competition on products, potential failure of clinical trials, commercialisation risk oninnovation, competition from larger players in various markets and ongoing integration of M&A.

In addition, the BTG Directors note that:

• the terms of the Acquisition represents a premium of:

• approximately 36.6 per cent. to the Closing Price per BTG Share of 615 pence on 19 November 2018(being the last business day before the commencement of the Offer Period); and

• approximately 51.0 per cent. to the 90 trading day volume-weighted average price per BTG Share of556 pence for the period ended 19 November 2018 (being the last business day before the commencementof the Offer Period);

• the terms of the Acquisition provide a vehicle for BTG Shareholders to monetise their shares in BTGwithout suffering an illiquidity discount; and

• the BTG Directors believe that the terms of the Acquisition provide fair value for BTG Shareholdersrelative to the standalone prospects of BTG or alternative strategies for realising value from the BTGGroup’s assets.

In addition, the BTG Directors have also considered the interests of BTG’s shareholders, employees, customersand patients. The BTG Directors believe that under Boston Scientific’s ownership, BTG would be able toaccelerate the delivery of its strategy and further enhance its growth profile through combining theInterventional Medicine business with Boston Scientific’s Peripheral Interventions business and leveragingBoston Scientific’s comprehensive and global clinical and commercial expertise, allowing for the global roll-outof BTG’s Interventional Medicine portfolio. As part of Boston Scientific, BTG would have the opportunity tobenefit from enhanced scale and financial resources, which should enable further innovation to address unmetneeds for patients. BTG is also aware of Boston Scientific’s track record of successfully integrating businessesand it therefore believes there is a strong strategic and cultural fit with Boston Scientific for its customers,employees and wider stakeholders.

5. Undertakings

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at theCourt Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implementedby way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from each BTG Directorholding BTG Shares, in respect of 969,745 BTG Shares, representing in aggregate approximately 0.3 per cent.of the ordinary share capital of BTG in issue at close of business on the Latest Practicable Date.

Bidco has received further irrevocable undertakings to vote (or to procure the voting) in favour of the Schemeat the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition isimplemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from InvescoAsset Management Limited, Novo Holdings A/S, ACP, ACM, Sand Grove, Arrowgrass, Tavira and Melqart inrespect of a total of 127,062,586 BTG Shares, representing, in aggregate, approximately 32.8 per cent. of theshare capital of BTG in issue at close of business on the Latest Practicable Date.

In aggregate, therefore, Bidco has received irrevocable undertakings in respect of 128,032,331 BTG Shares,representing approximately 33.1 per cent. of the share capital of BTG in issue at close of business on the LatestPracticable Date.

Further details of these undertakings (including the circumstances in which they fall away) are set out inPart Eight (Additional Information on BTG, Boston Scientific and Bidco) at paragraph 9.

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6. Information on BTG

BTG, headquartered in London, UK, is a global healthcare company focused on Interventional Medicine, with afast-growing Interventional Oncology and Interventional Vascular portfolio to advance the treatment of cancer,blood clots and varicose veins through minimally invasive procedures. Alongside Interventional Medicine, BTGhas a cash-generative pharmaceuticals business that provides life-saving products to treat patients overexposedto certain medications or toxins. Inspired by patient and physician needs, BTG is expanding its portfolio toaddress some of today’s most complex healthcare challenges.

BTG was formed in 1981 from the merger of the UK government’s National Research & Development Counciland National Enterprise Board. Since its flotation on the London Stock Exchange in 1995, the group has builtthe capabilities and infrastructure to support ongoing business growth globally. BTG has a significant directcommercial presence in Europe and the US, supporting the group’s growth and geographic expansion. BTGcontinues to develop its product portfolio through investments in pipeline innovation and clinical studies, aswell as through a focused acquisition strategy. BTG has a Products business, focused on InterventionalMedicine and pharmaceuticals, and a Licensing business from which it receives royalties from legacy licensingactivities.

Products business—Interventional Medicine: BTG is a leader in Interventional Medicine therapies, the fastgrowing field of minimally invasive, often image-guided procedures used to treat a range of conditions, focusedon Interventional Oncology and Interventional Vascular segments. Interventional Oncology offers treatments fora variety of cancers and tumours. Key products include: TheraSphere®, glass microspheres that deliver internalradiation therapy; LC Bead® and DC Bead®, embolization and chemoebolization polymer beads; and BTGcryoablation systems. This unique portfolio gives BTG the ability to offer customers minimally invasivetreatment alternatives to systemic radiotherapy, chemotherapy or open surgery. The Interventional Vascularportfolio focuses on the treatment of blood clots and varicose veins. Key products include EKOS®, anultrasonic device to help dissolve blood clots, BTG crossing devices, anchoring catheters used to cross complexlesions, and venous filters, as well as Varithena®, an injectable microfoam for the treatment of varicose veins.

Products business—pharmaceuticals: BTG’s products are used in hospital emergency rooms and intensivecare units. The products typically address conditions with small patient populations for which there are limitedor no existing treatment options. Key products within the pharmaceuticals portfolio include CroFab®,DigiFab® and Voraxaze® that are used respectively for the treatment of envenomation by certain snakes andoverexposure to particular heart and cancer medications.

Licensing business: in addition to generating revenues from its own products, BTG earns royalties on productssold by its licensees. Licensed products include Zytiga®, licensed to Johnson & Johnson and used for thetreatment of prostate cancer, and the Two-Part Hip Cup, a prosthetic hip joint replacement.

For the six months ended 30 September 2018 (the 1H 2018/19 Fiscal Year), BTG generated sales of$495.7 million (+12 per cent. vs six months ended 30 September 2017 (the 1H 2017/18 Fiscal Year)) of which$340.2 million was from product sales (+10 per cent. vs 1H 2017/18 Fiscal Year) and $155.5 million fromlicensing revenues (+18 per cent. vs 1H 2017/18 Fiscal Year). Group adjusted operating profit was$178.5 million (+39 per cent. vs 1H 2017/18 Fiscal Year) representing a 36 per cent. adjusted profit margin.For 1H 2018/19 Fiscal Year Interventional Medicine generated sales of $172.3 million (+12 per cent. vs1H 2017/18 Fiscal Year), of which $110.9 million was from Oncology (+12 per cent. vs 1H 2017/18 FiscalYear) and $59.2 million from Vascular (+20 per cent. vs 1H 2017/18 Fiscal year) while pharmaceuticalsgenerated sales of $167.9 million (+7 per cent. vs 1H 2017/18 Fiscal Year). Net cash and cash equivalents was$285.2 million as at 30 September 2018.

On 4 October 2018, BTG announced that Garry Watts had informed the BTG Board that he wished to retire asChairman and as a non-executive director of BTG at the end of 2018. Given the Acquisition, it is now expectedthat he will remain as Chairman and as a non-executive director until the Effective Date.

7. Information on Boston Scientific and Bidco

Boston Scientific

Boston Scientific, based in Marlborough, Massachusetts, transforms lives through innovative solutions thatimprove the health of patients around the world. For nearly 40 years, Boston Scientific has advanced sciencefor life by providing a broad range of high performance solutions that address unmet patient needs and reducethe cost of healthcare.

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With annual sales approaching $10 billion, a market capitalisation around $50 billion and a strong investmentgrade credit rating, Boston Scientific is one of the largest independent medical technology companies in theworld. It carries on its business through three operating segments that comprise seven franchises; MedSurg(Endoscopy, Urology & Pelvic Health), Rhythm & Neuro (CRM, Electrophysiology and Neuromodulation) andCardiovascular (Interventional Cardiology and Peripheral Interventions). Boston Scientific has a long history ofgrowth through internal innovation and successful acquisitions.

Bidco

Bidco is a newly incorporated indirectly wholly-owned subsidiary of Boston Scientific formed for the purposeof implementing the Acquisition.

Bidco has not traded since its date of incorporation, nor has it entered into any obligation other than inconnection with the Acquisition.

8. BTG trading update

BTG published its results for the six months ended 30 September 2018 on 13 November 2018, which areincorporated by reference to this document.

The H1 Results Announcement included the following summary of BTG’s financial performance in thesix months ended 30 September 2018:

“Financial Highlights

• Product sales increased 10% at CER to $340.2m, driven by Interventional Oncology and InterventionalVascular.

• Adjusted operating profit grew 35% at CER to $178.5m, demonstrating good operating cost leverage.IFRS operating profit was $97.6m.

• Adjusted basic EPS grew 32% to 35.9c and IFRS basic EPS grew 12% to 20.0c at actual exchange rates.

• Free cash flow of $37.2m was achieved after payment of $73.3m to settle the Wellstat dispute; excludingthis payment free cash flow was 15% higher at $110.5m. IFRS cash flow from operating activities was$48.7m.”

Subsequent to the H1 Results Announcement, on 20 November 2018 the US Court of Appeals deniedJohnson & Johnsons request for an injunction to block the launch of generic Zytiga, following which a numberof generic versions of Zytiga have been launched in the US. As a result, future royalties from Zytiga sales inthe US are expected to be materially lower than in previous periods. The timing of generic competition toZytiga in the US is in line with BTG’s guidance.

The H1 Results Announcement included earnings guidance for the Products business, which implied AdjustedOperating Profit at a constant exchange rate for the Products business of no less than $81 million for the yearended 31 March 2019 (the BTG Products Business Profit Forecast). Additional information on the BTGProducts Business Profit Forecast is set out at Part Seven (BTG Products Business Profit Forecast) of thisdocument.

9. Boston Scientific Trading Update

On 8 January 2019, Boston Scientific announced its preliminary unaudited sales for the fiscal quarter ended31 December 2018 (the Preliminary Q4 Results Announcement). As set out in the Preliminary Q4 ResultsAnnouncement:

“Boston Scientific generated sales, based upon preliminary unaudited financial information, of approximately$2.56 billion during the fourth quarter of 2018. This represents growth of approximately 6.3 per cent. on areported basis, approximately 8.2 per cent. on an operational basis and approximately 7.0 per cent. on anorganic basis, all compared to the prior year period.

For the full year 2018, Boston Scientific generated sales, based upon preliminary unaudited financialinformation, of approximately $9.82 billion. This represents growth of approximately 8.6 per cent. on areported basis, approximately 8.0 per cent. on an operational basis and approximately 7.2 per cent. on anorganic basis, all compared to the prior year period.”

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Boston Scientific noted that the information contained in the Preliminary Q4 Results Announcement ispreliminary and subject to completion of year-end financial reporting processes, reviews and audit.

BTG Shareholders are referred to the full text of the Preliminary Q4 Results Announcement, which can befound on Boston Scientific’s website at http://investors.bostonscientific.com. Financial information relating toBoston Scientific, including Boston Scientific’s interim results for the fiscal quarters ended 31 March 2018,30 June 2018 and 30 September 2018 and the Preliminary Q4 Results Announcement, which are incorporatedby reference herein, is set out in Part Five (Financial Information) of this document.

10. Intentions with regards to the business, management employees and pensions schemes of BTG andthe Combined Group

Statement by Boston Scientific

Boston Scientific values BTG’s culture, reputation with customers, its commitment to quality and its focus onaddressing unmet patient needs through innovation and product excellence. Boston Scientific and BTG havehighly complementary businesses in the area of Interventional Medicine. Boston Scientific plans to apply theCombined Group’s expertise across therapeutic areas, research and development capabilities, and all employeetalents to provide innovative solutions for patients, benefits for stakeholders and growth for shareholders.

Boston Scientific’s due diligence review of BTG has primarily consisted of a detailed review of publiclyavailable information regarding BTG and, since it signed a Confidentiality Agreement with BTG on 31 October2018, limited interactions with a narrow group of BTG’s senior management and review of the limitedmaterials provided to it by BTG. Boston Scientific, because of its own Peripheral Interventions business and itstrack record of acquiring and integrating other businesses, is also familiar with businesses similar to BTG’s andthe integration process. Based on this review, its industry and transactional experience, and its own PeripheralInterventions business, Boston Scientific believes there will be meaningful duplication of operationalinfrastructure between the two businesses, primarily in the area of Interventional Medicine. Boston Scientifichas not yet received sufficiently detailed information to formulate comprehensive plans or intentions regardingthe impact of the Acquisition on BTG and, accordingly, intends to take a “best of both” approach in optimisingthe operating structure of the combined Peripheral Interventions business.

Boston Scientific possesses extensive operations around the world, including its global headquarters inMarlborough, Massachusetts, and a significant operational presence in Maple Grove, Minnesota. Followingcompletion of the Acquisition, Boston Scientific’s Marlborough headquarters will be the global headquarters ofthe Combined Group. It expects to realise synergies from the Acquisition by eliminating duplication acrossfunctions, including eliminating BTG’s public company infrastructure and listing costs. Boston Scientific alsoexpects to eliminate other duplicative general and administrative costs, including by reducing headcount and bycombining or relocating BTG’s remaining head office functions with or to Boston Scientific facilities.

Boston Scientific also expects to realise synergies by increasing manufacturing and supply chain efficiencies,which are expected to include reduction of manufacturing footprint by redeploying or disposing of fixed assets.Whether these fixed assets will be redeployed or disposed of will depend on the nature of these assets,including how efficient they are. As part of its post-closing evaluation, Boston Scientific will also reviewBTG’s research and development activities. Boston Scientific expects to conduct this review promptly aftercompletion of the Acquisition with the goal of identifying BTG’s promising pipeline projects and duplicativefacilities and headcount. Following completion of this review, which Boston Scientific anticipates will beconcluded within six to 12 months after completion of the Acquisition, Boston Scientific expects to preserveand enhance the development of BTG’s promising pipeline products and to eliminate less promising pipelineproducts, as well as duplicative facilities and headcount.

Boston Scientific expects to implement expense reductions across a range of operating functions in thecombined Peripheral Interventions business. Based on its limited due diligence to date, it does not yet havesufficient information to be able to estimate with specificity the extent or location of these reductions.

Based on its experience integrating other acquired businesses, subject to complying with applicable laws,Boston Scientific expects to be able to begin to develop detailed steps for the integration of the BostonScientific and BTG businesses in the period prior to the completion of the Acquisition, and, except with respectto the R&D related activities described above, to finalise its integration plan within six to nine months aftercompletion of the Acquisition.

Boston Scientific also expects to realise revenue synergies in its Peripheral Interventions and BTG’sInterventional Medicine businesses by driving incremental top-line growth through a larger combined globalcommercial team and by leveraging Boston Scientific’s significant presence outside the US.

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Based on the limited information it has received to date and its experience integrating other acquired companiesand operating similar businesses, Boston Scientific expects to realise annual cost and revenue synergies ofapproximately $175 million by the end of 2021, largely consisting of cost synergies, a significant portion ofwhich are expected to come from headcount reductions. Because of the limited due diligence Boston Scientifichas been permitted to conduct to date, and its intention to take a “best of both” approach to integration, BostonScientific cannot yet say what the total number of headcount reduction will be or the proportion of the expectedheadcount reductions that will come from BTG or from Boston Scientific. If a large portion of the headcountreductions were to come from BTG, they would be material to BTG.

Boston Scientific has yet to formulate its long-term plans with respect to BTG’s pharmaceuticals business. Inthe meantime, Boston Scientific intends to operate this business in substantially the same manner as it iscurrently operated.

The finalisation and implementation of any workforce reductions will be subject to comprehensive planningand engagement with employees and consultation with employee representatives as required by applicable locallaw. Any affected employees will be treated in a fair and equitable manner consistent with Boston Scientific’shigh standards and culture of respect.

Boston Scientific has agreed that, in implementing any headcount reductions, for the first 12 months aftercompletion of the Acquisition, Synergy Good Leavers would continue to benefit from terms relating toredundancy and severance which applied as at 20 November 2018 (for example, by reference to the existingredundancy policy and practice used by BTG in the relevant territory at that date). In addition, BostonScientific has agreed that it would enhance that part of BTG’s existing US severance policy that relates tominimum severance payments and make it applicable to both US and non-US employees so that BTG’s generalemployees (i.e. employees below management other than professional and sales employees) would receive aminimum of ten weeks’ pay (including pay for any notice period), and BTG’s executive, management,professional and sales employees would receive a minimum of 14 weeks’ pay (including pay for any noticeperiod). Severance payments would be paid in a single lump sum rather than as salary continuation as iscurrently provided under BTG’s US severance policy. The payment will not be reduced by reason ofaccelerated receipt or to take account of any duty to mitigate and Synergy Good Leavers will not be required towork their notice period and will continue to receive the same healthcare benefits as applied immediately priorto termination of employment for the duration of what would have otherwise been their contractual noticeperiod as at 20 November 2018. Boston Scientific intends to approach employee integration with the aim ofretaining and motivating the best talent across the combined company to further enhance a high performanceorganisation. Boston Scientific intends to inform all BTG employees as to whether they will have permanentpositions going forward as soon as reasonably practicable following completion of the Acquisition.

Boston Scientific confirms that it has given assurances to the BTG Directors that upon and followingcompletion of the Acquisition, it intends to fully observe the existing contractual employment rights, includingpension rights, of all BTG management and employees. In addition, Boston Scientific has committed that, forthe first 12 months after completion of the Acquisition, the terms and conditions of employment of BTGemployees will be no less favourable, in the aggregate, than their terms and conditions of employment relatingto remuneration, bonus, pension benefits, healthcare, or other insured benefits, severance (including noticeperiods) and other benefits provided to employees immediately prior to completion of the Acquisition, exceptthat Boston Scientific will provide incentive compensation arrangements to BTG employees that are consistentwith Boston Scientific’s compensation schemes, having regard to BTG’s current incentive arrangements andBoston Scientific’s desire to attract and retain BTG’s talented employees.

BTG has put in place cash based retention arrangements for certain of its employees whose retention isconsidered by BTG, following consultation with Boston Scientific in certain cases, to be critical for achievingthe successful completion of the Acquisition and business continuity through and following the completion ofthe Acquisition. BTG has stated its intention to provide further such awards where appropriate. The cashretention awards may, in aggregate, amount to up to £18 million.

Subject to the assurances Boston Scientific has provided to BTG as described above, following the completionof the Acquisition, Boston Scientific expects to migrate all BTG’s management and employees on to thestandard terms, conditions and benefits offered to Boston Scientific’s management and employees, such thatBoston Scientific’s and BTG’s management and employees are treated equally.

However, except as otherwise required by applicable law, Boston Scientific does not provide pension benefitsto its employees. Boston Scientific has not yet had sufficient access to BTG’s benefit plans to be able todetermine whether this migration will commence within the first 12 months after completion of the Acquisitionor after this 12-month period. Pending this migration, Boston Scientific does not intend to make any changes

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with regard to employer contributions to BTG’s existing pension schemes or the accrual of benefits to existingmembers or the admission of new members to such pension schemes. Subject to the potential headcountreductions described herein, Boston Scientific does not intend to make any material changes to the balance ofthe skills and functions of the employees and management of BTG.

Response from the BTG Board

The BTG Directors welcome Boston Scientific’s statements that it intends to fully observe the existingemployment rights and pension rights of all of the BTG Group’s management and employees and to enhancetheir contractual rights in certain circumstances as set out above.

The BTG Directors note Boston Scientific’s commitments to engage with affected employees (and consult withany appropriate employee representatives as required by applicable local law), and Boston Scientific’s aim toretain and motivate the best talent from across the Combined Group to further enhance a high performanceorganisation.

The BTG Directors further note that Boston Scientific’s integration planning to date has indicated that potentialjob reductions in the Combined Group may be required, as well as a potential rationalisation of office locations.Whilst regrettable, the BTG Directors recognise that in order to achieve the expected benefits of theAcquisition, operational and administrative restructuring will be required following completion of theAcquisition.

However, the BTG Directors additionally note that Boston Scientific’s integration planning is on-going and sothe detailed steps for the expected restructuring and, in particular, the impact on employees, office locationsand the research and development functions of the BTG Group, are not yet known.

The BTG Directors welcome the confirmation that employees affected by any headcount reductions will betreated in a fair and equitable manner consistent with Boston Scientific’s high standards and culture of respectand in accordance with the commitments given by Boston Scientific in the Co-operation Agreement.

11. Employee Share Plans

The impact of the Scheme in relation to awards outstanding under the BTG Share Plans is summarised atparagraph 8 of Part Two (Explanatory Statement) of this document. Participants in the BTG Share Plans will becontacted regarding the effect of the Scheme on their rights under the BTG Share Plans, and proposals will bemade to them as appropriate in due course.

12. Action to be taken by BTG Shareholders

Details of the approvals being sought at the Court Meeting and the General Meeting and the action to be takenby BTG Shareholders in respect of the offer are set out in paragraph 11 of Part Two (Explanatory Statement) ofthis document.

Details relating to the de-listing of the BTG Shares and settlement of the Cash Consideration offered by Bidcoare included in paragraph 5 of Part Two (Explanatory Statement) of this document.

13. BTG ADRs

The BTG Shares underlying the BTG ADRs will be included in the Acquisition. ADR Holders should contacttheir depositary for information regarding the Scheme and how the Scheme consideration will be madeavailable to them. Those ADR Holders who hold their BTG ADRs indirectly should make any such requestthrough the bank, broker, financial institution, share plan administrator or other securities intermediary throughwhich they hold their BTG ADRs. Further information relating to the BTG ADRs is included in paragraph 9 ofPart Two (Explanatory Statement) of this document.

14. Overseas shareholders

Overseas holders of BTG Shares should refer to Part Six (Additional Information for Overseas Shareholders) ofthis document, which contains important information relevant to such holders.

15. The Scheme and the Meetings

The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement between BTG andthe Scheme Shareholders under Part 26 of the Companies Act, although Bidco reserves the right to elect toimplement the Acquisition by way of a Takeover Offer (subject to Panel consent, where necessary, and the

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Co-operation Agreement). The procedure involves an application by BTG to the Court to sanction the Scheme,which will involve the Scheme Shares being transferred to Bidco, in consideration for which SchemeShareholders will receive cash (on the basis described in paragraph 2 above).

To become Effective, the Scheme requires, among other things, the approval of a majority in number of theScheme Shareholders present and voting (and entitled to vote) either in person or by proxy at the CourtMeeting, representing not less than 75 per cent. in value of the Scheme Shares held by such SchemeShareholders present and voting at the Court Meeting and the passing by the requisite majority of theResolution at the General Meeting. Following the Court Meeting and the General Meeting and the satisfaction(or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court. TheScheme will only become Effective upon a copy of the Court Order being delivered to the Registrar ofCompanies for registration. Upon the Scheme becoming Effective, it will be binding on all SchemeShareholders, irrespective of whether or not they attended or voted at the Court Meeting or the GeneralMeeting (and, if they attended and voted, whether or not they voted in favour).

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may besatisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. You aretherefore strongly urged to complete, sign and return your Forms of Proxy or appoint a proxy throughthe CREST electronic proxy appointment service (as appropriate) as soon as possible.

Further details of the Scheme and the Meetings are set out in paragraphs 2 and 3 of Part Two(Explanatory Statement) of this document.

16. Dividends

If any dividend or other distribution is authorised, made, declared or paid in respect of BTG Shares on or after20 November 2018 (being the date of the Rule 2.7 Announcement), Bidco reserves the right to reduce the CashConsideration by the amount of all or part of any such dividend or distribution, except where the BTG Sharesare or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend ordistribution and retain it.

17. UK taxation

Your attention is drawn to paragraph 6 of Part Two (Explanatory Statement) of this document headed “UKtaxation”. Although this document contains certain tax-related information, if you are in any doubt about yourown tax position or you are subject to taxation in any jurisdiction other than the UK, you should consult anappropriately qualified independent professional adviser immediately.

18. Recommendation

The BTG Directors, who have been so advised by Goldman Sachs, J.P. Morgan Cazenove and Rothschild & Coas to the financial terms of the Acquisition, each consider the terms of the Acquisition to be fair andreasonable. In providing their financial advice to the BTG Directors, each of Goldman Sachs, J.P. MorganCazenove and Rothschild & Co has taken into account the commercial assessments of the BTG Directors.

Accordingly, the BTG Directors believe that the Acquisition is in the best interests of BTG Shareholders andrecommend unanimously that BTG Shareholders vote in favour of the Scheme at the Court Meeting and theResolution at the General Meeting.

19. Further information

Your attention is drawn to further information contained in Part Two (Explanatory Statement), Part Three(Conditions and further terms to the Implementation of the Scheme and to the Acquisition), Part Four (TheScheme of Arrangement) and Part Eight (Additional Information on BTG, Boston Scientific and Bidco) of thisdocument which provides further details concerning the Scheme.

You are advised to read the whole of this document and the accompanying forms of Proxy and not justrely on the summary information contained in this letter.

Yours faithfully,

Garry WattsChairman

BTG plc

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PART TWOEXPLANATORY STATEMENT

(In compliance with section 897 of the Companies Act)

Goldman Sachs InternationalPeterborough Court

133 Fleet StreetLondon

EC4A 2BB

J. P. Morgan Securities plc25 Bank StreetCanary Wharf

LondonE14 5JP

Rothschild & CoNew Court

St Swithin’s LaneLondon

EC4N 8AL

24 January 2019

To the holders of BTG Shares and, for information only, to holders of options or awards under the BTG SharePlans

Dear Shareholder

RECOMMENDED CASH ACQUISITION OF BTG BY BIDCO

1. Introduction

On 20 November 2018 BTG and Boston Scientific announced that they had agreed the terms of arecommended cash offer pursuant to which Bidco, an indirect wholly-owned subsidiary of Boston Scientific,will acquire the entire issued and to be issued ordinary share capital of BTG. The Acquisition is beingimplemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Your attention is drawn to the letter from the Chairman of BTG set out in Part One (Letter from theChairman of BTG) of this document, which forms part of this Explanatory Statement. The lettercontains, among other things: (a) information on the background to and reasons for the Acquisition; and(b) the unanimous recommendation by the BTG Directors to BTG Shareholders to vote in favour of theproposed Scheme at the Court Meeting and the Resolution at the General Meeting.

The BTG Directors, who have been so advised by Goldman Sachs, J.P. Morgan Cazenove, andRothschild & Co as to the financial terms of the Acquisition, each consider the terms of the Acquisitionto be fair and reasonable. In providing their financial advice to the BTG Directors, each of GoldmanSachs, J.P. Morgan Cazenove, and Rothschild & Co has taken into account the commercial assessmentsof the BTG Directors.

We have been authorised by the BTG Directors to write to you to explain the terms of the Acquisition and theScheme and to provide you with other relevant information.

This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the Scheme areset out in full in Part Four (The Scheme of Arrangement) of this document. Your attention is also drawn to theother parts of this document, which are deemed to form part of this Explanatory Statement, including Part One(Letter from the Chairman of BTG), the Conditions and certain further terms set out in Part Three (Conditionsand further terms to the Implementation of the Scheme and to the Acquisition), and the additional informationset out in Part Eight (Additional Information on BTG, Boston Scientific and Bidco) of this document. Foroverseas holders of BTG Shares, your attention is drawn to Part Six (Additional Information for OverseasShareholders), which forms part of this Explanatory Statement.

2. Summary of the terms of the Acquisition and the Scheme

The Acquisition

The Acquisition is being effected by way of a Court-sanctioned scheme of arrangement between BTG andScheme Shareholders under Part 26 of the Companies Act. Following the Scheme becoming Effective, theentire issued share capital of BTG will be held by Boston Scientific, through its indirect wholly-ownedsubsidiary, Bidco.

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Under the terms of the Acquisition, BTG Shareholders will receive:

for each BTG Share 840 pence in cash

The terms of the Acquisition value the entire existing issued and to be issued ordinary share capital of BTG atapproximately £3.3 billion and the price represents a premium of approximately:

• 36.6 per cent. to the Closing Price per BTG Share of 615 pence on 19 November 2018 (being the lastbusiness day before the commencement of the Offer Period); and

• 51.0 per cent. to the 90 trading day volume-weighted average share price per BTG Share of 556 pence forthe period ended 19 November 2018 (being the last business day before the commencement of the OfferPeriod).

The BTG Shares to be acquired under the Acquisition will be acquired fully paid and free from all liens,charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of anynature whatsoever and together with all rights now and hereafter attaching to them.

If any dividend or other distribution is announced, declared, made or paid in respect of BTG Shares on or afterthe date of the Announcement and before the Effective Date, Bidco reserves the right to reduce the CashConsideration by the amount of all or part of any such dividend or other distribution, except where theBTG Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive thedividend or distribution and retain it.

Conditions

The Acquisition and, accordingly, the Scheme is subject to a number of conditions set out in full in Part Three(Conditions and further terms to the Implementation of the Scheme and to the Acquisition) of this document,including:

• the approval by a majority in number of Scheme Shareholders representing at least 75 per cent. in value ofScheme Shares present, entitled to vote and voting, either in person or by proxy, at the Court Meeting;

• the approval of the Resolution in connection with the implementation of the Scheme by the requisitemajority of BTG Shareholders at the General Meeting;

• the sanction of the Scheme by the Court;

• the Scheme becoming Effective by no later than the Long Stop Date;

• the receipt of competition clearance (or the expiration or termination of any waiting period, as applicable)in the US under the HSR Act;

• either a CMA decision not to make a CMA Phase 2 Reference or the absence of a CMA request to submita Merger Notice or an indication from the CMA that the Initial Period has begun when all otherConditions are met; and

• the receipt of merger control clearance (or the expiration or termination of any waiting period, asapplicable) in Germany under the German Act Against Restraints of Competition, in Spain under theSpanish Competition Act, or alternatively, in case of a referral under Article 22 of EU Merger Regulationfrom a member state to the European Commission in the EU.

The Scheme will require approval by Scheme Shareholders at the Court Meeting and BTG Shareholders at theGeneral Meeting and the sanction of the Court at the Court Hearing. The Court Meeting and the GeneralMeeting, and the nature of the approvals required to be given at them, are described in more detail inparagraph 3 below. All Scheme Shareholders are entitled to attend the Court Hearing in person or throughrepresentation to support or oppose the sanctioning of the Scheme.

The Scheme can only become Effective if all Conditions to the Scheme, including shareholder approvals andthe sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). TheScheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companiesfor registration. Subject to the sanction of the Scheme by the Court, this is expected to occur around mid-2019.Unless the Scheme becomes effective by no later than the Long Stop Date, the Scheme will not becomeEffective and the Acquisition will not proceed.

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The Scheme

It is proposed that, under the Scheme, the Scheme Shares will be transferred to Bidco (an indirectwholly-owned subsidiary of Boston Scientific) (or its nominee(s)) so that the entire issued share capital of BTGis held by Bidco (or its nominee(s)). Holders of Scheme Shares whose names appear on the register of BTG atthe Scheme Record Time, which is currently expected to be 6.00 p.m. on the business day following the date ofthe Court Hearing, will receive the Cash Consideration.

Amendments to BTG’s articles of association

Currently, BTG Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, itis proposed, as part of the Resolution, to amend BTG’s articles of association to ensure that any BTG Sharesissued under the BTG Share Plans or otherwise between the Voting Record Time and the Scheme Record Timewill be subject to the Scheme. It is also proposed to amend BTG’s articles of association so that anyBTG Shares issued to any person other than Bidco (or its nominee(s)) after the Scheme Record Time will beautomatically acquired by Bidco (or its nominee(s)) on the same terms as under the Scheme. This will avoidany person (other than Bidco or its nominee(s)) being left with BTG Shares after dealings in such shares haveceased on the London Stock Exchange (which is currently expected to occur at 5.00 p.m. on the business daybefore the Effective Date). Part (B) of the special resolution set out in the Notice of General Meeting onpages 89 to 90 of this document seeks the approval of BTG Shareholders for such amendment.

Offer-related arrangements

Confidentiality Agreement

On 31 October 2018, Boston Scientific and BTG entered into a confidentiality agreement in relation to theAcquisition, pursuant to which Boston Scientific undertook to keep information related to BTG confidentialand to not disclose it to third parties (other than to permitted persons) unless required by law or regulation.Unless terminated earlier, the confidentiality obligations will remain in force for five years from the date of theagreement.

The Confidentiality Agreement also contains undertakings from Boston Scientific that, for a period of12 months from the date of the Confidentiality Agreement and subject to customary carve outs, neither BostonScientific nor BTG shall employ or seek to employ certain employees of the other.

Second Confidentiality Agreement

Boston Scientific and BTG entered into a second confidentiality agreement, which came into effect on16 January 2019, in relation to the Acquisition, pursuant to which BTG undertook to keep information relatedto the Boston Scientific Group confidential and to not disclose it to third parties (other than to permittedpersons) unless required by law or regulation. Unless terminated earlier, the confidentiality obligations willremain in force for five years from the date of the agreement.

Co-operation Agreement

Boston Scientific, Bidco and BTG have entered into the Co-operation Agreement pursuant to which:

• Boston Scientific and Bidco have each agreed to use commercially reasonable efforts to secure certainregulatory clearances and to satisfy certain regulatory conditions as promptly as possible following thedate of the Co-operation Agreement and, in any event, by the Long Stop Date. Commercially reasonableefforts shall: (a) include divestiture of either the Boston Scientific Bead Business or (if in BTG’sreasonable judgement that is unlikely to be satisfactory to the relevant authority) the BTG Bead Business,provided that Boston Scientific has up to three months following Boston Scientific submitting a filingpursuant to the HSR Act to make the case to the US Federal Trade Commission or US Department ofJustice prior to offering such divestiture; and (b) preclude Boston Scientific or Bidco from committing toeffect any transaction that would be reasonably likely to preclude or materially impede or prejudice theeffectiveness of any application for any such regulatory clearance;

• Boston Scientific, Bidco and BTG have each undertaken to, among other things, provide information andassistance in relation to filings, notifications or submissions to be made in connection with implementingthe Acquisition and obtaining certain regulatory clearances; and

• Boston Scientific and Bidco have each undertaken to provide information and assistance in connectionwith the preparation of this document and implementation of the Scheme.

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The Co-operation Agreement records Bidco’s and BTG’s intention to implement the Acquisition by way of aScheme, subject to the ability of Bidco to implement the Acquisition by way of a Takeover Offer in thecircumstances described in the Co-operation Agreement. The parties have agreed that where BTG consents toBidco implementing the Acquisition by way of a Takeover Offer, the acceptance condition to the TakeoverOffer shall be set at not more than 75 per cent. of the BTG Shares to which the Takeover Offer relates. TheCo-operation Agreement contains provisions in relation to the BTG Share Schemes and to the treatment ofemployees as summarised in paragraph 10 of Part One (Letter from the Chairman of BTG).

The Co-operation Agreement will terminate if:

• agreed in writing between Boston Scientific, Bidco and BTG;

• upon service of written notice from Bidco to BTG if: (a) this document does not contain the BTGRecommendation; (b) the BTG Board withdraws or adversely modifies or qualifies the BTGRecommendation; (c) BTG makes an announcement before publication of this document that it will notconvene the Court Meeting or the General Meeting or that it intends not to post this document (otherwisethan as a result of the Acquisition being implemented by way of a Takeover Offer); or (d) a competingtransaction is announced and such competing transaction is recommended by the BTG Board;

• upon service of written notice from Bidco to BTG or BTG to Bidco, the Effective Date has not occurredon or before the Long Stop Date;

• a competing transaction completes, becomes effective or unconditional in all respects; or

• any Condition has been invoked, with the consent of the Panel, and the Scheme has been withdrawn, or ifthe Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer lapses.

Co-operation Amendment Agreement

On 11 December 2018, Boston Scientific, Bidco and BTG entered into an amendment to the Co-operationAgreement pursuant to which the parties agreed to extend the date by which certain regulatory filings must bemade in Spain, Germany and other relevant jurisdictions.

Boston Scientific Facilities Agreement

Boston Scientific has entered into the Bridge Credit Agreement, a bridge facility with Barclays Bank PLC foran aggregate amount of £3.3 billion.

A summary of the Bridge Credit Agreement and other agreements in connection with Boston Scientific’sfinancing of the Acquisition is set out at paragraph 11 of Part Eight (Additional Information on BTG, BostonScientific and Bidco) of this document.

3. BTG Meetings

The Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting andBTG Shareholders at the separate General Meeting, both of which will be held on 28 February 2019 in theMarlborough Theatre, at No. 11 Cavendish Square, London, W1G 0AN. The Court Meeting is being held at thedirection of the Court to seek the approval of Scheme Shareholders for the Scheme. The General Meeting isbeing convened to seek the approval of BTG Shareholders to enable the BTG Directors to implement theScheme and to amend the articles of association of BTG as described in paragraph 2 above. The Scheme is setout in full at Part Four (The Scheme of Arrangement) of this document.

Notices of both the Court Meeting and the General Meeting are set out at the end of this document. Entitlementto attend and vote at these meetings and the number of votes which may be cast thereat will be determined byreference to the register of members of BTG at the Voting Record Time.

If the Scheme becomes Effective, it will be binding on all BTG Shareholders, irrespective of whether ornot they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether ornot they voted in favour of the resolutions at such Meetings).

Any BTG Shares which Boston Scientific or any other member of the Boston Scientific Group (or theirrespective nominees) may acquire before the Court Meeting are not Scheme Shares and therefore none ofBoston Scientific or any other member of the Boston Scientific Group (or their respective nominees) is entitledto vote at the Court Meeting in respect of the BTG Shares held or acquired by it and will not exercise thevoting rights attaching to such BTG Shares at the General Meeting. Bidco will undertake to be bound by theScheme.

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Court Meeting

The Court Meeting has been convened for 12.30 p.m. on 28 February 2019 to enable the BTG Shareholderswho are registered as members of BTG at the Voting Record Time to consider and, if thought fit, approve theScheme. At the Court Meeting, voting will be by poll and each member present in person or by proxy will beentitled to one vote for each Scheme Share held at the Voting Record Time. The approval required at the CourtMeeting is a simple majority in number of Scheme Shareholders present and voting in person or by proxy,representing 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders present and votingin person or by proxy.

At the Court Meeting, it is particularly important that as many votes as possible are cast so that theCourt may be satisfied that there is a fair and reasonable representation of Scheme Shareholders’opinion. You are therefore strongly urged to complete, sign and return your blue Form of Proxy orappoint a proxy electronically as soon as possible.

You will find the Notice of the Court Meeting in Part Eleven (Notice of Court Meeting) of this document.

General Meeting

In addition, the General Meeting has been convened for the same date (to be held immediately after the CourtMeeting) to consider and, if thought fit, pass a special resolution to approve:

(A) the authorisation of the BTG Directors to take all such actions as they may consider necessary orappropriate to give effect to the Scheme; and

(B) the amendment of the articles of association of BTG in the manner described in paragraph 2 above.

The special resolution will require votes in favour representing at least 75 per cent. of the votes cast at theGeneral Meeting in person (including by corporate representative) or by proxy. The vote of theBTG Shareholders at the General Meeting will be held by way of a poll. Each holder of BTG Shares whois entered on the register of members of BTG at the Voting Record Time and is present in person or by proxywill be entitled to one vote for each BTG Share so held.

You will find the Notice of the General Meeting in Part Eleven (Notice of General Meeting) of this document.

Sanction of the Scheme

If the Scheme becomes Effective:

(A) it will be binding on all BTG Shareholders irrespective of whether or not they attended the Meetings orvoted in favour of the Scheme at the Court Meeting or in favour of the Resolution at the General Meeting;

(B) share certificates in respect of Scheme Shares will cease to be valid and every Scheme Shareholder shallbe bound at the request of BTG to deliver up the same to BTG, or as it may direct, to destroy the same;

(C) entitlements to Scheme Shares held within CREST will be disabled and Euroclear shall be instructed tocancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form; and

(D) Scheme Shareholders will receive Cash Consideration for each Scheme Share held immediately prior tothe Scheme Record Time.

The Scheme contains a provision for Bidco and BTG to consent jointly on behalf of all persons concerned, toany modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. TheCourt would be unlikely to approve any modification of, or addition to, or impose a condition on, the Schemewhich might be material to the interests of BTG Shareholders unless BTG Shareholders were informed of suchmodification, addition or condition and given the opportunity to vote on that basis. It would be a matter for theCourt to decide, in its discretion, whether or not a further meeting of BTG Shareholders should be held in thesecircumstances.

In accordance with the Code, modifications or revisions to the Scheme may only be made: (i) more than14 days prior to the date of the Meetings (or any later day to which such Meetings are adjourned); or (ii) at alater date, with the consent of the Panel. A switch to a Takeover Offer is not a modification or revision for thepurposes of this paragraph.

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4. The BTG Directors and the effect of the Scheme on their interests

The names of the BTG Directors and details of their interests are set out in Part Eight (Additional Informationon BTG, Boston Scientific and Bidco) of this document.

In common with the other participants in the BTG Share Plans, the BTG Directors will be able to exercise theiroptions and receive shares under awards, to the extent such options and awards vest and, if applicable, areexercisable.

The BTG Directors who hold BTG Shares have given irrevocable undertakings to vote (or procure votes) infavour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or in the event theAcquisition is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) the TakeoverOffer), in respect of 969,745 BTG Shares, in aggregate, representing 0.3 per cent. of the ordinary share capitalof BTG in issue at close of business on the Latest Practicable Date.

Save as set out above, the effect of the Scheme on the interests of BTG Directors does not differ from its effecton the like interests of any other Scheme Shareholder.

5. De-listing of BTG Shares and settlement of Cash Consideration

De-listing

Before the Scheme becomes Effective, BTG will make an application for the cancellation of the listing ofBTG Shares on the Official List and for the cancellation of trading of the BTG Shares on the London StockExchange’s main market for listed securities, in each case to take effect from or shortly after the Effective Date.The last day of dealings in BTG Shares on the Main Market of the London Stock Exchange is expected to bethe business day immediately following the Court Hearing. No transfers of BTG Shares will be registered afterthat date other than to Bidco (or as Bidco may otherwise direct) pursuant to BTG’s articles of association, asproposed to be amended by special resolution at the General Meeting.

On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid. Such sharecertificates should be destroyed or, at the request of BTG, delivered up to BTG, or to any person appointed byBTG to receive the same. In addition, as from the Scheme Record Time, each holding of BTG entitlementsShares credited to any stock account in CREST will be disabled and all BTG Shares will be removed fromCREST in due course.

Settlement

Subject to the Acquisition becoming Effective (and except as provided in Part Six (Additional Information forOverseas Shareholders) of this document in relation to certain overseas BTG Shareholders), settlement of theconsideration to which any BTG Shareholder is entitled under the Scheme will be effected in the followingmanner:

(A) BTG Shares in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds BTG Shares in uncertificated form, the CashConsideration to which such Scheme Shareholder is entitled will be transferred to such person through CRESTby Bidco procuring the creation of an assured payment obligation in favour of the appropriate CREST accountthrough which the Scheme Shareholder holds such uncertificated BTG Shares in respect of the CashConsideration due to him within 14 days of the Effective Date.

As from the Scheme Record Time, each holding of BTG Shares credited to any stock account in CREST willbe disabled and all BTG Shares will be removed from CREST in due course.

As at the close of trading on the last day of dealings in BTG Shares prior to the Effective Date, there may beunsettled, open trades for the sale and purchase of BTG Shares within CREST. The BTG Shares that are thesubject of such unsettled trades will be treated under the Scheme in the same way as any other BTG Shareregistered in the name of the relevant seller under that trade. Consequently, those BTG Shares will betransferred under the Scheme and the seller will receive the Cash Consideration.

Bidco reserves the right to pay all, or any part of, the Cash Consideration referred to above to all or anyScheme Shareholder(s) who hold BTG Shares in uncertificated form in the manner referred to insub-paragraph (B) below if, for any reason, it wishes to do so.

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(B) BTG Shares in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds BTG Shares in certificated form, settlementof the Cash Consideration due under the Scheme in respect of the Scheme Shares will be despatched by firstclass post (or by international standard post, if overseas), by cheque drawn on a branch of a UK clearing bank.

All such cash payments will be made in pounds sterling. Payments made by cheque will be payable to theScheme Shareholder(s) concerned or, in the case of joint holders, to the joint holder whose name stands first inthe register of members of BTG in respect of such joint holding (save that, in the case of joint holders Bidcoreserves the right to make such payments to all joint holders on the register of members of BTG). Cheques willbe despatched not later than the 14th day following the Effective Date to the person entitled thereto at theaddress as appearing in the register of members of BTG at the Scheme Record Time. None of BTG, Bidco, anynominee(s) of Bidco or any of their respective agents shall be responsible for any loss or delay in thetransmission of cheques sent in this way, and such cheques shall be sent at the risk of the person entitledthereto.

(C) General

All documents and remittances sent to, by or on half of, BTG Shareholders will be sent at their own risk.

On the Effective Date each certificate representing a holding of Scheme Shares will cease to be a validdocument of title and should be destroyed or, at the request of BTG, delivered up to BTG, or to any personappointed by BTG to receive the same. On the Effective Date entitlements to Scheme Shares held withinCREST will be disabled and all BTG Shares will be removed from CREST in due course.

Except with the consent of the Panel and subject to the provisions of sub-paragraph (D) below, settlement ofthe consideration to which any BTG Shareholder is entitled under the Scheme will be implemented in full inaccordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous rightto which Bidco might otherwise be, or claim to be, entitled against such BTG Shareholder.

(D) Dividends

If any dividend or other distribution is authorised, declared, made or paid in respect of BTG Shares on or afterthe date of the Announcement and before the Effective Date, Bidco reserves the right to reduce the CashConsideration by the amount of all or part of any such other dividend or other distribution.

6. UK taxation

The comments set out below summarise certain limited aspects of the UK taxation treatment ofBTG Shareholders under the Scheme and do not purport to be a complete analysis of all tax considerationsrelating to the Scheme. They are based on current UK legislation and current published HM Revenue andCustoms (HMRC) practice (which may not be binding on HMRC), both of which are subject to change,possibly with retrospective effect.

The comments are intended as a general guide and do not deal with certain categories of BTG Shareholdersuch as (but not limited to) charities, dealers in securities, persons who have or could be treated for taxpurposes as having acquired their BTG Shares by reason of their employment or as holding their BTG Sharesas carried interest, collective investment schemes, persons subject to UK tax on the remittance basis andinsurance companies.

References below to UK Holders are to BTG Shareholders who are resident for tax purposes in the UK and, inthe case of individuals, to whom “split year” treatment does not apply, who hold their BTG Shares as aninvestment (other than under a personal equity plan or individual savings account) and who are the absolutebeneficial owners of their BTG Shares.

References above to Non-UK Holders are to BTG Shareholders who are not resident for tax purposes in theUK, have not within the past five years been resident or ordinarily resident for tax purposes in the UK and arenot carrying on a trade (or profession or vocation) in the UK.

IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION, AND IN PARTICULAR IF YOU ARESUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK, YOU SHOULDCONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISERIMMEDIATELY.

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UK taxation of chargeable gains

UK Holders

The transfer of BTG Shares under the Scheme in return for cash should be treated as a disposal of the UKHolder’s BTG Shares for the purposes of capital gains tax (CGT) or corporation tax on chargeable gains (asapplicable) and therefore may, depending on the UK Holder’s particular circumstances (including theavailability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK tax on chargeable gainsor, alternatively, an allowable capital loss.

(i) Individual BTG Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of BTG Shares by an individual UKHolder will be subject to CGT at the rate of 10 per cent. except to the extent that the gain, when it is added tothe UK Holder’s other taxable income and gains in the relevant tax year, exceeds the upper limit of the incometax basic rate band (£46,350 for the 2018/19 tax year), in which case it will be taxed at the rate of 20 per cent.

The CGT annual exemption (£11,700 for 2018/19) may be available to individual UK Holders to offset againstchargeable gains realised on the disposal of their BTG Shares.

(ii) Corporate BTG Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of BTG Shares by a UK Holder withinthe charge to UK corporation tax will be taxed at a rate of 19 per cent. (assuming they arise in the 2018/19 taxyear).

The substantial shareholding exemption may apply to exempt from corporation tax any gain arising to UKHolders within the charge to UK corporation tax where a number of conditions are satisfied, including that thecorporate UK Holder has held not less than 10 per cent. of the ordinary issued share capital of BTG for aperiod of at least one year before the date of disposal.

Non-UK Holders

Non-UK Holders should not be subject to UK taxation of chargeable gains in respect of the Scheme (thoughthey may be subject to foreign taxation, depending on their personal circumstances).

UK stamp duty and stamp duty reserve tax (SDRT) Under current UK legislation, BTG Shareholders will notbe liable for any UK stamp duty or SDRT on the transfer of BTG Shares under the Scheme.

7. US taxation

Certain US federal income tax considerations

The following discussion is a summary of certain US federal income tax considerations for US SchemeShareholders (as defined below) that receive cash for their Scheme Shares. This summary is not acomprehensive description of all tax considerations that may be relevant to any particular holder. It addressesonly US Scheme Shareholders that hold Scheme Shares as capital assets and use the US Dollar as theirfunctional currency. It does not address the tax treatment of US Scheme Shareholders subject to special rules,such as banks, dealers, traders in securities that mark-to-market, insurance companies, tax-exempt entities,regulated investment companies, real estate investment trusts, individual retirement accounts and othertax-deferred accounts, persons that at any time have held 10 per cent. or more of the stock of BTG by vote orvalue (directly, indirectly or constructively), US expatriates, persons holding Scheme Shares as part of ahedging, straddle, conversion, integrated, constructive sale or constructive ownership transaction, personswhose Scheme Shares were received in connection with the performance of services, partnerships (or otherentities or arrangements treated as partnerships for US federal income tax purposes) and partners in suchpartnerships or persons liable for the alternative minimum tax. This summary does not address US state andlocal, and non-US or other tax considerations or the Medicare tax on net investment income.

For the purposes of this summary, you are a “US Scheme Shareholder” if you are: (1) an individual citizen ofthe US or a resident alien of the US as determined for US federal income tax purposes; (2) a corporation (orother entity treated as a corporation for US federal income tax purposes) created or organised under the laws ofthe US or any state of the US or the District of Columbia; (3) an estate the income of which is subject to USfederal income taxation regardless of its source; or (4) a trust (A) if a court within the US is able to exerciseprimary jurisdiction over its administration and one or more US persons have authority to control all substantial

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decisions of the trust or (B) that has a valid election in effect under applicable Treasury regulations to betreated as a US person.

This summary is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing andproposed regulations thereunder, published rulings and court decisions, all as of the date of this document andall subject to change at any time, possibly with retroactive effect. We have not requested, and will not request,an opinion of counsel or a ruling from the United States Internal Revenue Service (the IRS) with respect to anyof the US federal income tax consequences described below; there can be no assurance that the IRS will notdisagree with or challenge any of the conclusions we have reached and described in this document.

The US federal income tax treatment of a partner in a partnership (or equity holder in any other pass-throughentity or arrangement) that holds Scheme Shares will depend on the status of the partner (equity holder) and theactivities of the partnership (entity or arrangement). Partnerships (and other pass-through entities orarrangements) should consult their tax advisers concerning the US federal income tax consequences to theirpartners (equity holders) of participating in the Scheme.

THE SUMMARY OF CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS SET OUTBELOW IS FOR GENERAL INFORMATION ONLY AND NOT TAX ADVICE. ALL USSCHEME SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THEPARTICULAR TAX CONSEQUENCES TO THEM OF THE SCHEME INCLUDING THEAPPLICABILITY AND EFFECT OF US STATE AND LOCAL NON-US OR OTHER TAX LAWSAND POSSIBLE CHANGES IN TAX LAW.

As discussed in more detail below under “Passive Foreign Investment Company Rules”, BTG does not believethat it was a “passive foreign investment company” (PFIC) for the years ending 31 March 2017 or 31 March2018 and does not expect to be a PFIC in the current taxable year, but no assurances can be given that it wasnot a PFIC in any taxable year in which a US Scheme Shareholder held Scheme Shares, including taxable yearsprior to the year ended 31 March 2017. If it were determined that BTG is or has been a PFIC, certain adverseUS federal income tax consequences could apply to any US Scheme Shareholder that was a shareholder duringa taxable year in which BTG was treated as a PFIC. US Scheme Shareholders should consult their tax advisersregarding such consequences and whether BTG was a PFIC in any taxable year in which they were ashareholder.

Disposition of Scheme Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules”, a US SchemeShareholder generally will recognise capital gain or loss on the disposition of Scheme Shares equal to thedifference between the US Scheme Shareholder’s adjusted tax basis and the amount realised. A US SchemeShareholder’s adjusted tax basis in the Scheme Shares generally will be the US Dollar value of the amount paidto purchase the Scheme Shares on the date of purchase.

The amount realised will be the US Dollar value of the pounds sterling received by the US SchemeShareholder. Gain or loss on the disposition of the Scheme Shares generally will be long-term capital gain orloss if, at the time of disposition, the US Scheme Shareholder has held the Scheme Shares for more than oneyear. US Scheme Shareholders who are individuals, trusts or estates may be entitled to a preferential tax rate onlong-term capital gains. Deductions for capital losses are subject to limitations. Any gain or loss realised ondisposition of Scheme Shares generally will be treated as arising from US sources.

The date for determining the US Dollar value of the amount realised in pounds sterling depends on whetherspecial rules for sales of securities traded on an established securities market apply. Although it is believed thatthe Scheme Shares currently are traded on such markets, the rules might not apply here because a sale pursuantto the Scheme is not a transaction on those markets. If the special rules apply, cash method and electing accrualmethod US Scheme Shareholders would determine the US dollar value of the pounds sterling received as of thesettlement date. If the rules do not apply (and in the case of non-electing accrual method US SchemeShareholders even if they do apply), all US Scheme Shareholders would determine the US dollar value of thepounds sterling received as of the Effective Date and would recognise US source foreign currency gain or loss(taxable as ordinary income or loss) on the settlement date equal to any difference between the US Dollar valueof the amount received based on the exchange rates on the Effective Date and the settlement date.

A US Scheme Shareholder will have a tax basis in the pounds sterling received by such shareholder ondisposition of Scheme Shares equal to the US Dollar value of the pounds sterling on the date of receipt. Anygain or loss resulting from fluctuations in currency on a subsequent conversion or disposition of those poundssterling generally will be US source ordinary gain or loss.

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Passive Foreign Investment Company Rules

In general, a corporation organised or incorporated outside the US is a PFIC in any taxable year in which, aftertaking into account the income and assets of certain subsidiaries, either (i) at least 75% of its gross income isclassified as “passive income” or (ii) at least 50% of the average quarterly value attributable to its assetsproduce or are held for the production of passive income. Passive income for this purpose generally includesdividends, interest, royalties, rents and gains from commodities and securities transactions. If BTG wasclassified as a PFIC in any year that a US Scheme Shareholder was a shareholder, BTG generally shouldcontinue to be treated as a PFIC for that US Scheme Shareholder in all succeeding years, regardless of whetherBTG continued to meet the income or asset test described above.

BTG does not believe that it was a PFIC for the years ending 31 March 2017 or 31 March 2018 and does notexpect to be a PFIC in the current taxable year. No assurances can be given, however, that BTG was not aPFIC in any prior year in which a US Scheme Shareholder was a shareholder, particularly given thatclassification as a PFIC depends on the composition and fair market value of BTG’s and its subsidiaries’ assetseach year, the composition of their income each year, and the application of rules that in certain respects areunclear. US Scheme Shareholders should consult their own tax adviser regarding whether BTG was a PFIC inany taxable year in which they were a shareholder.

If BTG was a PFIC in any taxable year in which a US Scheme Shareholder was a shareholder, and such USScheme Shareholder has not made a “mark-to-market” election (as discussed below) or a “purging election”under U.S. Treasury Regulation §1.1298-3, special tax rules would apply to gain from the disposition ofScheme Shares. Under these rules, (i) gain from the disposition of Scheme Shares would be allocated rateablyover the US Scheme Shareholder’s holding period for the Scheme Shares, (ii) the amount allocated to thecurrent taxable year and taxable years prior to BTG becoming a PFIC would be treated as ordinary income,(iii) the amount allocated to each other year would be subject to tax at the highest tax rate in effect for that yearand (iv) an interest charge (at the rate generally applicable to underpayments of tax for the period from suchyear to the current year) would be imposed on the resulting tax attributable to each such other year.

If, however, a US Scheme Shareholder has made an effective “mark-to-market” election with respect to theScheme Shares, gain from the disposition of Scheme Shares should be treated as ordinary income and thespecial tax rules described in the preceding paragraph should not apply.

US Scheme Shareholders are urged to consult their tax advisers regarding the application of the PFIC rules tothe disposition of the Scheme Shares.

Backup Withholding and Information Reporting

Proceeds from the disposition of Scheme Shares, by a US paying agent or other US (or certain US-related)intermediaries will be reported to the IRS and to the US Scheme Shareholder as may be required underapplicable regulations. In addition, payments that are subject to information reporting may be subject to backupwithholding if the US Scheme Shareholder fails to comply with all applicable taxpayer identification andcertification requirements (generally by providing the relevant paying agent or intermediary an IRS Form W-9).Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules areavailable to be credited against a US Scheme Shareholder’s US federal income tax liability and may berefunded to the extent they exceed such liability, provided the required information is provided to the IRS in atimely fashion.

8. Employee Share Plans

In accordance with the rules of the relevant BTG Share Plan, awards outstanding under the BTG Share Planswill vest (and, in the case of awards granted as options to acquire Shares (Options), become exercisable) onCourt sanction of the Scheme, to the extent the applicable performance conditions have been satisfied andsubject to time pro-rating at the discretion of the Remuneration Committee. Boston Scientific has agreed thatwhere any BTG Share Plan provides for the exercise of discretion (including in respect of performanceconditions and time pro rating) the exercise of that discretion is a matter solely for the RemunerationCommittee of the Board of BTG. Options may be exercised in advance of and conditionally on Court sanction,with the exercise to take effect on Court sanction. Shares received by participants on the vesting of awards orexercise of Options on Court sanction will be subject to the terms of the Scheme. Any BTG Shares acquired onthe subsequent exercise of Options will be automatically acquired by Bidco for the same consideration aspayable under the Scheme under the amendment to the articles of association of BTG to be proposed at theGeneral Meeting as detailed in paragraph 2 of Part Two and set out in part B of the Resolution.

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Additionally, Boston Scientific has agreed that BTG may make a payment to each participant in theBTG Sharesave Plan 2009 and the BTG USA Stock Purchase Plan 2009 (provided that the participant exercisestheir Option to the fullest extent possible so as to participate in the Scheme, with the result that the remainderof their Option lapses on Court sanction of the Scheme) equal to: (i) the difference between the CashConsideration per BTG Share and the exercise price per BTG Share of the participant’s Option; multiplied by(ii) the number of BTG Shares under the part of the Option that lapses as a consequence of the Scheme. Anysuch payment will be made subject to deduction and withholding for income tax and social securitycontributions (or their equivalent in any jurisdiction) arising in respect of the payment.

9. BTG ADRs

J.P. Morgan Chase Bank N.A. manages a sponsored ADR programme with respect to BTG Shares. Thisparagraph 9 of this Part Two (Explanatory Statement) provides some initial information in relation to theexpected impact of the Scheme on ADR Holders, however ADR Holders should contact their depositary forfurther information as to how the Scheme will affect them.

ADR Holders will not be entitled to attend the Meetings but, if ADR Holders surrender their BTG ADRs toJ.P. Morgan Chase Bank N.A., the depositary for the BTG ADRs, for cancellation and withdraw theBTG Shares underlying the BTG ADRs in sufficient time to be entered on the BTG register of members, theymay attend and vote at the Meetings as a BTG Shareholder. However, any withdrawal of BTG Sharesunderlying the BTG ADRs will result in the incurrence of BTG ADR cancellation fees, other expenses and anyapplicable taxes by the ADR Holder.

10. Overseas Shareholders

Overseas Shareholders should refer to Part Six (Additional Information for Overseas Shareholders) of thisdocument which contains important information relevant to such holders.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law andregulation, the Acquisition will not be made available, directly or indirectly, in, into or from a RestrictedJurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or formwithin a Restricted Jurisdiction. Accordingly, copies of this document and all documents relating to theAcquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed orsent in, into or from a Restricted Jurisdiction, and persons receiving this document and all documents relatingto the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or sendthem in, into or from any such jurisdiction.

11. Actions to be taken

Actions to be taken by BTG Shareholders

The Scheme will require approval at a meeting of BTG Shareholders convened by order of the Court to be heldin the Marlborough Theatre, at No. 11 Cavendish Square, W1G 0AN at 12.30 p.m. on 28 February 2019. Theapproval required at this meeting is that those voting to approve the Scheme must:

(A) represent a simple majority in number of those Scheme Shareholders present and voting (and entitled tovote) in person or by proxy; and

(B) also represent 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders present andvoting (and entitled to vote) in person or by proxy.

The Scheme requires the sanction of the Court at the Court Hearing where BTG Shareholders may be presentand be heard in person or through representation to support or oppose the sanctioning of the Scheme.Implementation of the Scheme will also require approval by special resolution at the General Meeting to beheld immediately after the Court Meeting, as described in paragraph 3 above. The approval required for thisspecial resolution to be passed is a vote in favour of not less than 75 per cent. of the votes cast.

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If the Scheme becomes Effective it will be binding on all holders of Scheme Shares irrespective ofwhether or not they attended or voted at the Court Meeting or the General Meeting (and irrespective ofwhether or not they voted in favour of the resolutions at such Meetings).

Forms of Proxy

BTG Shareholders will find accompanying this document a blue Form of Proxy and a white Form of Proxy.The blue Form of Proxy is to be used in connection with the Court Meeting and the white Form of Proxy is tobe used in connection with the General Meeting. Whether or not you intend to attend these meetings pleasecomplete and sign both forms of proxy and return them in the reply-paid envelope provided in accordance withthe instructions printed thereon to BTG’s registrar, Link Asset Services, so as to arrive as soon as possible butin any event by 12.30 p.m. on 26 February 2019 (in the case of the blue Form of Proxy) and 12.45 p.m. on26 February 2019 (in the case of the white Form of Proxy) or, in the case of an adjourned meeting at least48 hours before the relevant meeting, excluding any part of a day that is not a business day.

If the blue Form of Proxy relating to the Court Meeting is not lodged by the relevant time, it may be handed toLink Asset Services on behalf of the Chairman of the Court Meeting at the Court Meeting. However, in thecase of the General Meeting, if the white Form of Proxy is not lodged so as to be received by the timementioned above and in accordance with the instructions on that Form of Proxy, it will be invalid. Thecompletion and return of either form of proxy will not preclude you from attending the Court Meeting or theGeneral Meeting and voting in person, if you so wish.

BTG Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the CourtMeeting and General Meeting or any adjournment(s) by using the CREST electronic proxy appointment servicemay do so by using the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed (a) voting service provider(s),should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriateaction on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CRESTmessage (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions, as described in the CRESTManual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointmentof a proxy or an amendment to the instructions given to a previously appointed proxy, must in order to be validbe transmitted so as to be received by Link Asset Services (participant ID RA10) at least 48 hours before theCourt Meeting or the General Meeting, as applicable, excluding any part of a day that is not a business day. Forthis purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to themessage by the CREST Applications Host) from which Link Asset Services is able to retrieve the message byenquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxiesappointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personalmember or sponsored member or has appointed (a) voting service provider(s), to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. CREST members and, where applicable,their CREST sponsor or voting service provider(s) are referred, in particular, to those sections of the CRESTManual concerning practical limitations of the CREST system and timings.

BTG may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theRegulations.

At the Court Meeting, it is particularly important that as many votes as possible are cast so that theCourt may be satisfied that there is a fair and reasonable representation of Scheme Shareholders’opinion. You are therefore strongly urged to complete, sign and return your blue Form of Proxy orappoint a proxy electronically as soon as possible.

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12. Further information

The terms of the Scheme are set out in full in Part Four (The Scheme of Arrangement) of this document.Further information regarding BTG, Boston Scientific and Bidco is set out in Part Eight (AdditionalInformation on BTG, Boston Scientific and Bidco) of this document. Documents published and available forinspection are listed in paragraph 18 of Part Eight (Additional Information on BTG, Boston Scientific andBidco) of this document.

Yours faithfully,

Anthony Gutman James Mitford Julian HudsonManaging Director Managing Director Managing Director

For and on behalf ofGoldman Sachs International

For and on behalf ofJ.P. Morgan Securities plc

For and on behalf ofN M Rothschild & Sons Limited

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PART THREECONDITIONS AND FURTHER TERMS TO THE IMPLEMENTATION OF THE SCHEME AND TO

THE ACQUISITION

1. Conditions to the Acquisition

1.1 The Acquisition is conditional upon the Scheme becoming Effective by no later than the Long StopDate.

Scheme Approval

1.2 The Scheme is conditional on the following conditions:

(a) the approval of the Scheme at the Court Meeting by a majority in number representing 75 percent. or more in value of the Scheme Shareholders (or the relevant class or classes thereof, ifapplicable) present, entitled to vote and voting, either in person or by proxy, provided that theCourt Meeting may not be adjourned beyond the 22nd day after the expected date of the CourtMeeting (or such later date (if any) as Bidco and BTG may agree and the Court may allow);

(b) all resolutions required to approve and implement the Scheme as set out in the notice of theGeneral Meeting (including, without limitation, to amend BTG’s articles of association) beingduly passed by the requisite majority or majorities required to pass such resolution at the GeneralMeeting, provided that the General Meeting may not be adjourned beyond the 22nd day after theGeneral Meeting (or such later date (if any) as Bidco and BTG may agree);

(c) the sanction of the Scheme by the Court (without modification or with modification on termsacceptable to Bidco and BTG) on or before the 22nd day after the Court Hearing (or such laterdate, if any, as Bidco and BTG may agree and the Court may allow); and

(d) the delivery of an office copy of the Court Order to the Registrar of Companies.

1.3 In addition, subject to paragraphs 2, 3 and 4 below, and to the requirements of the Panel in accordancewith the Code, the Acquisition will be conditional upon the following conditions and, accordingly, thenecessary actions to make the Scheme Effective will not be taken unless such conditions (as amended, ifapplicable) have been satisfied (where capable of satisfaction) or, where relevant, waived prior to theScheme being sanctioned by the Court:

Competition clearances

(a) all required notifications and filings having been made and all applicable waiting periods(including any extensions thereof) under the HSR Act and the rules and regulations madethereunder having expired or been terminated (as appropriate in each case) and any agreementwith the US Federal Trade Commission or US Department of Justice not to close the transactionshall have expired, lapsed or been terminated (as appropriate in each case), in each case inrespect of the Acquisition and the acquisition or the proposed acquisition of any BTG Shares orother securities in, or control of management of, BTG, by Bidco or any member of the WiderBoston Scientific Group and no order, decree or ruling enjoining, restraining or preventing theconsummation of the Acquisition shall have been issued, and no legal proceeding shall have beencommenced, by or before any governmental body (and remain pending) under any antitrust lawof the US seeking to temporarily or permanently enjoin, restrain or prevent the consummation ofthe Acquisition;

(b) all required notifications and filings having been made under the German Act Against Restraintsof Competition, and the required merger control clearances thereunder having been obtained,either as a result of applicable waiting periods (including any extensions thereof) having beenterminated or having expired without a prohibition order having been issued by the GermanFederal Cartel Office, or as a result of the Federal Cartel Office issuing a clearance decision, ineither case unconditionally or subject to the fulfilment of conditions on terms reasonablysatisfactory to Bidco, in each case in respect of the Acquisition;

(c) all required notifications and filings having been made under the Spanish Competition Act, andthe required merger control clearances thereunder have been obtained from the Council of theSpanish Competition Authority (Comisión Nacional de los Mercados y de la Competencia orCNMC), or where applicable the Council of Ministers, either as a result of applicable waitingperiods (including any extensions thereof) having been terminated or having expired without a

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prohibition order having been issued by the Council of the CNMC, or as a result of the Councilof the CNMC, or where applicable the Council of Ministers, issuing a clearance decision, ineither case unconditionally or subject to the fulfilment of conditions on terms reasonablysatisfactory to Bidco, in each case in respect of the Acquisition;

(d) the CMA either: (a) deciding, on terms reasonably satisfactory to Bidco, not to make a CMAPhase 2 Reference; or (b) as at the date on which all other Conditions (with the exception ofsanction of the Scheme by the Court pursuant to Condition 1.2(c) and 1.2(d) of the Offer aresatisfied or waived, not having requested submission of a Merger Notice or commenced a CMAPhase 1 review by indicating that the Initial Period has begun;

(e) the Acquisition having been referred to the European Commission, in whole or in part, underArticle 22 of the EU Merger Regulation, and the European Commission having decided not tooppose the Acquisition (including as a result of applicable waiting periods (including anyextensions thereof) having been terminated or having expired without a prohibition decisionhaving been issued) or having decided to declare the Acquisition compatible with the internalmarket, either unconditionally or subject to the fulfilment of conditions on terms reasonablysatisfactory to Bidco;

(f) all mandatory, notifications, filings or applications having been made in connection with theAcquisition and all mandatory waiting periods (including any extensions thereof) under anyapplicable legislation or regulation of any material jurisdiction having expired, lapsed or beenterminated (as appropriate) and all statutory and material regulatory obligations in any materialsjurisdictions having been complied with in each case in respect to the Acquisition and allAuthorisations mandatory in any material jurisdiction for or in respect to the Acquisitions havingbeen obtained from all appropriate Third Parties and remaining in full force and effect at the timeat which the Acquisition becomes otherwise wholly unconditional and there being no notice orintimation of an intention to revoke, suspend, restrict, modify or not renew such Authorisations;

Other Third Party clearances

(g) other than in relation to the competition law approvals referred to in paragraphs 1.3(a) to 1.3(f)above, no Third Party having taken, instituted or threatened in writing any action, proceeding,suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same inwriting) or enacted, made or proposed and there not continuing to be outstanding any statute,regulation, order or decision that would, in any case to an extent or in a manner which is materialin the context of the Acquisition, the Wider Boston Scientific Group or the Wider BTG Group, asthe case may be, in each case, taken as a whole:

(i) make the Acquisition or acquisition control of BTG by Bidco, its direct holding company,any of its indirect holding companies or Boston Scientific void, unenforceable or illegal inany jurisdiction or directly or indirectly prohibit or otherwise materially restrict, materiallydelay or materially interfere with the implementation of, or impose material additionalconditions or obligations with respect to, or otherwise materially challenge or require anymaterial amendment to the terms of, the Scheme or the Acquisition or acquisition ofcontrol of BTG by Bidco, its direct holding company, any of its indirect holdingcompanies or Boston Scientific;

(ii) require, prevent or materially delay the divestiture (or materially alter the terms of anyproposed divestiture) by the Wider Boston Scientific Group or the Wider BTG Group ofall or any material part of their respective businesses;

(iii) impose any limitation on, or result in any material delay in, the ability of any member ofthe Wider Boston Scientific Group to acquire or hold or to exercise effectively, directly orindirectly, all or any rights of ownership of shares or other securities (or the equivalent)in, or to exercise management control over, any member of the Wider BTG Group or onthe ability of any member of the Wider BTG Group to hold or to exercise effectively,directly or indirectly, all or any rights of ownership of shares or other securities (or theequivalent) in, or to exercise management or control over, any other member of the WiderBTG Group in each case to an extent which is material in the context of the Wider BTGGroup taken as a whole;

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(iv) including, without limitation, pursuant to Chapter 3 of Part 28 of the Companies Act,require any member of the Wider Boston Scientific Group or of the Wider BTG Group toacquire or offer to acquire any shares or other securities (or the equivalent) or interest inany member of the Wider BTG Group or any member of the Wider Boston ScientificGroup owned by a Third Party (other than in the implementation of the Acquisition);

(v) require, prevent or delay the divestiture by any member of the Wider Boston ScientificGroup of any shares, securities or other interests in any member of the Wider BTG Groupor in any member of the Wider Boston Scientific Group, to an extent which is material inthe context of the Wider BTG Group taken as a whole;

(vi) impose any material limitation on the ability of any member of the Wider BostonScientific Group or the Wider BTG Group to integrate or co-ordinate its business, or anypart of it, with the businesses or any part of the businesses of any other member of theWider Boston Scientific Group and/or the Wider BTG Group which is adverse to andmaterial in the context of the Wider BTG Group taken as a whole;

(vii) result in any member of the Wider BTG Group ceasing to be able to carry on businessunder any name under which it presently does so, to an extent which is material in thecontext of the Wider BTG Group taken as a whole;

(viii) require any member of the Wider BTG Group to relinquish, terminate or amend in anymaterially adverse way any material contract to which any member of the Wider BTGGroup is a party;

(ix) otherwise materially and adversely affect the business, assets, financial or trading positionor profits of any member of the Wider BTG Group,

and all applicable waiting and other time periods (including extensions thereof) during which anysuch Third Party could decide to take, institute or threaten (in writing) any such action,proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;provided that, for the avoidance of doubt, this paragraph 1.3(g) shall not apply to any actiontaken by a Third Party in relation to a contract or arrangement with a member of the Wider BTGGroup entered into in the ordinary course of its business;

(h) other than in relation to the competition law approvals referred to in paragraphs 1.3(a) to 1.3(f)above, all material filings, applications and/or notifications which are necessary under applicablelegislation or regulation of any relevant jurisdiction to allow the Acquisition to become Effectivehaving been made and all relevant waiting periods and other time periods (including anyextensions thereof) under any applicable legislation or regulation of any relevant jurisdictionhaving expired, lapsed or been terminated (as appropriate) and all applicable statutory orregulatory obligations in any relevant jurisdiction having been complied with in each case inrespect of the Scheme and the Acquisition or, except pursuant to Chapter 3 of Part 28 of theCompanies Act (as applicable to the Acquisition), other acquisition of control of BTG by Bidco,its direct holding company, any of its indirect holding companies or Boston Scientific;

(i) other than in relation to the competition law approvals referred to in paragraphs 1.3(a) to 1.3(f)above, all material Authorisations which are necessary in any jurisdiction for or in respect of theAcquisition and other acquisition of control of BTG by Bidco, its direct holding company, any ofits indirect holding companies or Boston Scientific being obtained on terms and in a formreasonably satisfactory to Bidco from appropriate Third Parties, or from any persons or bodieswith whom any member of the Wider Boston Scientific Group or the Wider BTG Group hasentered into material contractual arrangements or material business relationships, and suchAuthorisations necessary for any member of the Wider BTG Group to carry on its business(where the absence of any such Authorisations would be material and adverse in the context ofthe Acquisition) remaining in full force and effect and all filings necessary for such purposehaving been made and no written notice or intimation of any intention to revoke, suspend, restrictor materially and adversely modify or not to renew any of the same having been given;

Confirmation of absence of adverse circumstances

(j) except as Disclosed, there being no provision of any agreement, arrangement, regulatoryauthorisation, licence or other instrument to which any member of the Wider BTG Group is aparty or by or to which any such member or any of its assets is bound or subject which, as a

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result of the implementation of the Acquisition or the acquisition of control of BTG by Bidco, itsdirect holding company, any of its indirect holding companies or Boston Scientific, would orwould reasonably be expected to result in (in each case to an extent which is material in thecontext of the Wider BTG Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grantavailable to, any such member of the Wider BTG Group becoming repayable, or capableof being declared repayable, immediately or earlier than the stated repayment date;

(ii) the creation or enforcement of any mortgage, charge or other security interest over thewhole or any material part of the business, property or assets of any such member of theWider BTG Group or any such mortgage, charge or other security interest (wheneverarising or having arisen) becoming enforceable;

(iii) any rights, assets or interests of any such member of the Wider BTG Group being orfalling to be disposed of or ceasing to be available to any member of the Wider BTGGroup or any right arising under which any such asset or interest would be required to bedisposed of or would cease to be available to any member of the Wider BTG Group;

(iv) the interest or business of any such member of the Wider BTG Group in or with any otherperson, firm or company (or any agreements or arrangements relating to such interest orbusiness) being terminated or materially adversely modified or affected;

(v) any such member of the Wider BTG Group ceasing to be able to carry on business underany name under which it presently does so;

(vi) the value of any such member of the Wider BTG Group or its financial or trading positionor prospects being materially prejudiced or materially adversely affected;

(vii) any such material agreement, arrangement, regulatory authorisation, licence or otherinstrument being terminated or materially adversely modified or any onerous obligationarising or any material adverse action being taken or arising thereunder;

(viii) the creation or acceleration of any material liability (actual or contingent) by any memberof the Wider BTG Group, other than trade creditors or other liabilities incurred in theordinary course of business; or

(ix) any requirement on any member of the Wider BTG Group to acquire, subscribe, pay up orrepay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licenceor other instrument to which any member of the Wider BTG Group is a party or by or to whichany such member or any of its assets is bound or subject, would or would reasonably be expectedto result in any events or circumstances as are referred to in this paragraph 1.3(j) (in each case toan extent which is material in the context of the Wider BTG Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the BTG Group

(k) except as Disclosed, no member of the Wider BTG Group having since 31 March 2018:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares of anyclass, or securities convertible into, or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares or convertible or exchangeable securities ortransferred or sold (or agreed to transfer or sell) any shares out of treasury (except whererelevant: (A) as between BTG and its wholly-owned subsidiaries or between itswholly-owned subsidiaries; or (B) upon, pursuant to or in respect of the exercise of anyoptions or vesting of any awards granted under the BTG Share Plans), save as provided inthe Co-operation Agreement;

(ii) other than to another member of the Wider BTG Group recommended, declared, paid ormade or resolved to recommend, declare, pay or make any bonus, dividend or otherdistribution, whether payable in cash or otherwise other than dividends (or otherdistributions whether payable in cash or otherwise) lawfully paid or made by anywholly-owned subsidiary of BTG to BTG or any of its wholly-owned subsidiaries;

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(iii) other than pursuant to the Acquisition (except for transactions between BTG and itswholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions inthe ordinary course of business) implemented or authorised any merger or demergeracquired or disposed of or transferred, mortgaged or charged, or created any other securityinterest over, any asset or any right, title or interest in any asset (in each case to an extentwhich is material in the context of the Wider BTG Group taken as a whole);

(iv) except for transactions between members of the Wider BTG Group and transactionsentered into the ordinary and usual course of business, entered into, or authorised theentry into, any joint venture, asset or profit sharing arrangement, partnership or merger ofbusinesses or corporate entities (in each case to an extent which is material in the contextof the Wider BTG Group taken as a whole);

(v) other than pursuant to the Acquisition and except for transactions between BTG and itswholly-owned subsidiaries or between wholly-owned subsidiaries of BTG or carried outin the ordinary and usual course of business, implemented or authorised anyreconstruction, amalgamation, scheme or other transaction or arrangement with asubstantially equivalent effect in respect of itself or another member of the Wider BTGGroup (in each case to an extent which is material in the context of the Wider BTG Grouptaken as a whole);

(vi) purchased, redeemed or repaid any of its own shares or other securities or reduced or,save in respect of the matters referred to in (A) and (B) of sub-paragraph (i) above, madeor authorised any other change in its share capital;

(vii) made or authorised any change in its loan capital or issued or authorised the issue of anydebentures or incurred or increased any indebtedness or contingent liability (except, ineach case, where relevant, as between BTG and wholly-owned subsidiaries of BTG orbetween the wholly-owned subsidiaries of BTG, or in the ordinary and usual course ofbusiness);

(viii) entered into, varied or terminated, or authorised the entry into, variation or termination of,any material contract, transaction, commitment or arrangement (whether in respect ofcapital expenditure, real estate or otherwise) which is outside the ordinary and usualcourse of business or which is of a long-term, onerous or unusual nature or magnitude orwhich involves an obligation of a nature or magnitude which is materially restrictive onthe business of any member of the Wider BTG Group (in each case to an extent which ismaterially adverse in the context of the Wider BTG Group taken as a whole);

(ix) been unable or deemed (in writing) unable, or admitted in writing that it is unable, to payits debts as they fall due or having stopped or suspended (or threatened to stop orsuspend) payment of its debts generally or ceased or threatened to cease carrying on all ora substantial part of its business (in each case to an extent which is material in the contextof the Wider BTG Group taken as a whole);

(x) commenced negotiations with any of its creditors or taken any step with a view torescheduling or restructuring any of its indebtedness or entered into a composition,compromise, assignment or arrangement with any of its creditors whether by way of avoluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in eachcase to an extent which is material in the context of the Wider BTG Group taken as awhole);

(xi) (other than in respect of a member of the Wider BTG Group which is dormant andsolvent at the relevant time) taken any corporate action or had any legal proceedingsstarted, served or threatened in writing against it or any documents filed or faxed in courtfor its winding-up (voluntary or otherwise), dissolution or reorganisation (or for anyanalogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator,provisional liquidator, receiver, administrator, administrative receiver, trustee or similarofficer (or for the appointment of any analogous person in any jurisdiction) of all or anyof its assets and revenues or had written notice given of the intention to appoint any of theforegoing to it (in each case to an extent which is material in the context of the WiderBTG Group taken as a whole);

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(xii) except in the ordinary and usual course of business, waived, compromised, settled,abandoned or admitted any dispute, claim or counter-claim whether made or potential andwhether by or against any member of the Wider BTG Group (in each case to an extentwhich is material in the context of the Wider BTG Group taken as a whole);

(xiii) except in the ordinary and usual course of business, terminated or adversely modified theterms of any agreement between any member of the Wider BTG Group and any otherperson (in each case to an extent which is material in the context of the Wider BTGGroup taken as a whole);

(xiv) made any material alteration to its constitutional documents (other than amendments toBTG’s articles of association as required in connection with the Acquisition);

(xv) entered into, or materially varied the terms of, or terminated or given notice of terminationof, any service agreement or arrangement with any director or senior executive of anymember of the Wider BTG Group otherwise than as agreed to by Bidco;

(xvi) proposed, agreed to provide, or modified the terms of, any share option scheme, incentivescheme or other benefit relating to the employment or termination of employment of anyperson employed by any member of the Wider BTG Group which are material in thecontext of the Wider BTG Group taken as a whole, save as provided for in theCo-operation Agreement or as otherwise agreed to by Bidco and, as applicable, the Panel;

(xvii) made or consented to any change to the terms of the trust deeds constituting the pensionschemes established by any member of the Wider BTG Group for its directors and/oremployees and/or their dependants or to the contributions payable to any such schemes orto the benefits which accrue, or to the pensions which are payable thereunder, or to thebasis on which qualification for or accrual or entitlement to such benefits or pensions arecalculated or determined, or to the basis upon which the liabilities (including pensions) ofsuch pension schemes are funded or made, or agreed or consented to, any change to thetrustees, other than in accordance with applicable law, in each case where such change ismaterial in the context of the Wider BTG Group, taken as a whole;

(xviii) other than with the agreement of Bidco, taken (or agreed to or proposed to take) anyaction which requires, or would require, the consent of the Panel and the approval ofBTG Shareholders in general meeting in accordance with, or as contemplated by,Rule 21.1 of the Code; or

(xix) entered into any contract, commitment or arrangement or passed any resolution or madeany offer (which remains open for acceptance) with respect to, or proposed or announcedany intention to effect, any of the transactions, matters or events referred to in thisparagraph 1.3(k) (otherwise than where permitted or referred to in this paragraph 1.3(k));

(l) except as Disclosed, since 31 March 2018:

(i) no adverse change having occurred, and no circumstances having arisen which mightreasonably be expected to result in any adverse change, in the business, assets, financialor trading position or profits of any member of the Wider BTG Group (in each case to anextent which is material in the context of the Wider BTG Group taken as a whole);

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings in anyjurisdiction having been threatened in writing, announced, instituted or remainingoutstanding by, against or in respect of any member of the Wider BTG Group or to whichany member of the Wider BTG Group is a party (whether as claimant or defendant orotherwise) and, save for any approvals pursuant to paragraphs 1.3(a) to 1.3(f) above ofthis Part Three (Conditions and further terms to the Implementation of the Scheme and tothe Acquisition), no investigation by any Third Party or other investigative body againstor in respect of any member of the Wider BTG Group having been threatened in writing,announced, instituted or remaining outstanding by, against or in respect of any member ofthe Wider BTG Group (in each case to an extent which is materially adverse in thecontext of the Wider BTG Group taken as a whole);

(iii) no contingent or other liability of any member of the Wider BTG Group having arisenoutside the ordinary and usual course of business, which in either case would or would

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reasonably be expected to adversely affect any member of the Wider BTG Group to anextent which is material in the context of the Wider BTG Group taken as a whole;

(iv) save for in respect of any approvals pursuant to paragraphs 1.3(a) to 1.3(f) above, noenquiry, review or investigation by, or complaint or reference to, any Third Party againstor in respect of any member of the Wider BTG Group having been threatened in writing,announced or instituted or remaining outstanding by, against or in respect of any memberof the Wider BTG Group, in each case to an extent which is material in the context of theWider BTG Group taken as a whole;

(v) save for in respect of any approvals pursuant to paragraphs 1.3(a) to 1.3(f) above, no stepshaving been taken and no omissions having been made which would or would bereasonably likely to result in the withdrawal, cancellation, termination or modification ofany licence held by any member of the Wider BTG Group which is necessary for theproper carrying on of its business, and the withdrawal, cancellation, termination ormodification of which has had, or would reasonably be expected to have, a materialadverse effect on the Wider BTG Group taken as a whole;

(vi) no circumstance having arisen or event having occurred in relation to any intellectualproperty owned, used or licensed by the Wider BTG Group including: (A) any member ofthe Wider BTG Group losing its title to any intellectual property which is necessary forthe carrying on of its business or any intellectual property owned by the Wider BTGGroup which is necessary for the carrying on of its business being revoked, cancelled ordeclared invalid; or (B) any agreement regarding the use of any intellectual propertylicensed to or by any member of the Wider BTG Group which is necessary for thecarrying on of its business being terminated or varied; or (C) any member of the WiderBTG Group being found to have infringed the intellectual property rights of a Third Party,in each case which is material in the context of the Wider BTG Group taken as awhole; and

(vii) no contingent or other liability having arisen outside the ordinary course of businesswhich would or would reasonably be expected to adversely affect any member of theWider BTG Group (in each case to an extent which is material in the context of the WiderBTG Group taken as a whole); and

(m) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider BTG Group publiclyannounced prior to 20 November 2018 by any member of the Wider BTG Group ismisleading, contains a material misrepresentation of fact or omits to state a fact necessaryto make the information contained therein not misleading (in each case to an extent whichis material in the context of the Wider BTG Group taken as a whole);

(ii) there is any information which affects the import of any information publicly announcedprior to 20 November 2018 by or on behalf of any member of the Wider BTG Group (ineach case to an extent which is material in the context of the Wider BTG Group taken asa whole);

(iii) any member of the Wider BTG Group is subject to any liability, contingent or otherwise,other than in the ordinary course of business (in each case to an extent which is materialin the context of the Wider BTG Group taken as a whole);

(iv) any past or present director, officer or employee of the BTG Group is or has at any timewhilst employed by or acting on behalf of a member of the Wider BTG Group engaged inany activity, practice or conduct which would constitute an offence under the BriberyAct 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicableanti-corruption legislation; or any person that performs or has performed services for oron behalf of the Wider BTG Group is or has at any time whilst employed by or acting onbehalf of a member of the Wider BTG Group engaged in any activity, practice or conductin connection with the performance of such services which would constitute an offenceunder the Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 or any otherapplicable anti-corruption legislation;

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(v) any asset of any member of the Wider BTG Group constitutes criminal property asdefined by section 340(3) of the Proceeds of Crime Act 2002 (but disregardingparagraph (b) of that definition);

(vi) any past or present director, officer or employee of the Wider BTG Group (or any otherperson for whom any such person is liable or responsible) has engaged in any businesswith or made any investments in, or made any payments, funds or assets available, to orreceived any funds or assets from: (A) any government, entity or individual in respect ofwhich US or European Union persons, or persons operating in those territories, areprohibited from engaging in activities or doing business, or from receiving or makingavailable funds or economic resources, by US or European Union laws or regulations,including the economic sanctions administered by the United States Office of ForeignAssets Control or HM Treasury & Customs; or (B) any government, entity or individualnamed by any of the economic sanctions of the United Nations or the European Union orany of their respective member states;

(vii) a member of the Wider BTG Group has engaged in any transaction which would causeBidco to be in breach of any law or regulation upon its acquisition of BTG, including butnot limited to the economic sanctions of the United States Office of Foreign AssetsControl, or HM Treasury & Customs, or any government, entity or individual targeted byany of the economic sanctions of the United Nations, the US, the European Union or anyof its member states; or

(viii) there is or is reasonably likely to be any obligation or liability (whether actual orcontingent) to make good, repair, re-instate or clean up any property now or previouslyowned, occupied, operated or made use of or controlled by any past or present member ofthe Wider BTG Group under any environmental legislation, regulation, notice, circular ororder of any Third Party in any jurisdiction (in each case to an extent which is material inthe context of the Wider BTG Group taken as a whole).

2. Waiver and invocation of the Conditions

2.1 Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or inpart, all or any of the Conditions set out in paragraph 1.3 above. The Conditions set out in paragraph 1.1and 1.2 above cannot be waived.

2.2 The Acquisition shall lapse unless all the Conditions set out in paragraphs 1.2 and 1.3 above have beenfulfilled or, where permitted, waived by no later than 11.59 pm on the date immediately preceding thedate of the Court Hearing. Such date may not be further extended, other than with the agreement ofBidco, BTG and the Panel.

2.3 Bidco shall be under no obligation to waive (if capable of waiver), to treat as fulfilled any of theConditions in paragraph 1.3 by a date earlier than the latest date for the fulfilment of that Conditionnotwithstanding that the other Conditions of the Acquisition may at such earlier date have been waivedor fulfilled and that there are at such earlier date no circumstances indicating that any of such conditionsmay not be capable of fulfilment.

3. Implementation by way of Takeover Offer

Bidco reserves the right, subject to the prior consent of the Panel and the terms of the Co-operationAgreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.In such an event, a Takeover Offer will be implemented on the same terms and conditions, so far asapplicable, as those which would apply to the Scheme, subject to appropriate amendments, including,save as otherwise set out in the Co-operation Agreement, an acceptance condition set at 90 per cent. innominal value and of the voting rights attaching to such shares of the shares to which the TakeoverOffer relates or such lesser percentage as Bidco may determine (subject to the consent of the Panel, ifnecessary), being in any case more than 50 per cent. of the voting rights normally exercisable at ageneral meeting of BTG, including for this purpose, any such voting rights attaching to BTG Shares thatare unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional asto acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights orotherwise.

41

4. Certain further terms of the Acquisition

4.1 If Bidco is required by the Panel to make an offer for BTG Shares under the provisions of Rule 9 of theCode, Bidco may make sure alterations to any of the above Conditions and terms of the Acquisition asare necessary to comply with the provisions of that Rule.

4.2 Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Acquisition not toproceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke theCondition are of material significance to Bidco in the context of the Acquisition. The Conditionscontained in paragraphs 1.2 and 1.3 are not subject to this provision of the Code.

4.3 The Acquisition shall lapse if:

(a) in so far as the Acquisition constitutes, or is deemed to constitute, a concentration with an EUdimension within the scope of the EU Merger Regulation, the European Commission eitherinitiating proceedings under Article 6(1)(c) of the EU Merger Regulation or making a referral tothe CMA under Article 4(4) or Article 9(1) of the EU Merger Regulation and then theAcquisition or matter arising from or relating to it becomes subject to a CMA Phase 2Reference; or

(b) the Acquisition or any matter arising from or relating to it becomes subject to a CMA Phase 2Reference,

in each case before 11.59 pm (London time) on the date immediately preceding the date of the CourtMeeting.

4.4 The BTG Shares to be acquired under the Acquisition shall be acquired fully paid and free from allliens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interestsof any nature whatsoever and together with all rights now and hereafter attaching thereto, includingvoting rights and the right to receive and retain in full all dividends and other distributions (if any)declared, made or paid on or after the Effective Date. If any dividend or other distribution is authorised,declared, made or paid in respect of Scheme Shares on or after the date of the Announcement andbefore the Effective Date, Bidco reserves the right to reduce the Cash Consideration by the amount ofall or part of any such dividend or other distribution except where the Scheme Shares are or will beacquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend or distributionand to retain it.

4.5 The availability of the Acquisition to persons not resident in the UK and/or who are subject to the lawsand regulations of any jurisdiction other than the UK should inform themselves about and observe anyapplicable legal and regulatory requirements. Any failure to comply with the applicable requirementsmay constitute a violation of the laws and/or regulations of any such jurisdiction.

4.6 Bidco reserves the right for any other entity directly or indirectly owned by Bidco or Boston Scientificfrom time to time to implement the Acquisition.

4.7 Unless otherwise determined by Bidco or required by the Code, the Acquisition is not being made,directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality(including, but not limited to, fax, e-mail or other electronic transmission, telex or telephone) ofinterstate or foreign commerce of, or of any facility of a national, state or other securities exchange of,any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and shall not becapable of acceptance by any such use, means, instrumentality or facility or from within such RestrictedJurisdiction.

4.8 The Acquisition will be governed by the laws of England and Wales and will be subject to thejurisdiction of the English courts and to the Conditions and further terms set out in this Part Three(Conditions and further terms to the Implementation of the Scheme and to the Acquisition) and in thisdocument. The Acquisition will be subject to the applicable requirements of the Code, the Panel, theLondon Stock Exchange and the Financial Conduct Authority.

4.9 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference toany other Condition.

42

PART FOURTHE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2018-010568

IN THE MATTER OF BTG PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

between

BTG PLC

AND

THE HOLDERS OF THE SCHEME SHARES

(as defined below)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear thefollowing meanings:

Acquisition . . . . . . . . . . . . . . . . the recommended cash acquisition by Bidco of the entire issued and tobe issued ordinary share capital of BTG to be effected by means ofthis Scheme;

Boston Scientific . . . . . . . . . . . . Boston Scientific Corporation, a company incorporated in Delawarewith its registered office at 300 Boston Scientific Way, Marlborough,Massachusetts 01752-1234;

Boston Scientific Group . . . . . . . Boston Scientific and its direct and indirect subsidiaries from time totime (including Bidco);

Bidco . . . . . . . . . . . . . . . . . . . . Bravo Bidco Limited, a company incorporated in England and Waleswith registered number 11682272;

BTG . . . . . . . . . . . . . . . . . . . . BTG plc, a company incorporated in England and Wales withregistered number 02670500;

BTG Registrar . . . . . . . . . . . . . . Link Market Services Limited;

BTG Shareholders . . . . . . . . . . . the holders of BTG Shares from time to time;

BTG Shares . . . . . . . . . . . . . . . the ordinary shares of 10 pence each in the capital of BTG, withISIN GB0001001592;

BTG Share Plans . . . . . . . . . . . . each of the following share plans of BTG: the BTG PerformanceShare Plan 2016, the BTG Senior Management Performance SharePlan 2012, the BTG Executive Share Option Plan 2009, theBTG Sharesave Plan 2009, the BTG USA Stock Purchase Plan2009 and the BTG Deferred Share Bonus Plan 2006;

business day . . . . . . . . . . . . . . . a day (other than a Saturday, Sunday or public or bank holidays in theUK) on which clearing banks in London are generally open fornormal business;

Cash Consideration . . . . . . . . . . the cash amount of 840 pence payable by Bidco under the Acquisitionin respect of each Scheme Share;

43

certificated form or in certificatedform . . . . . . . . . . . . . . . . . . . in relation to a Scheme Share, one which is not in uncertificated form

(that is, not in CREST);

Code . . . . . . . . . . . . . . . . . . . . the City Code on Takeovers and Mergers issued from time to time bythe Panel;

Companies Act . . . . . . . . . . . . . the Companies Act 2006, as amended;

Conditions . . . . . . . . . . . . . . . . the conditions to the implementation of the Acquisition, as set out inPart Three (Conditions and further terms to the Implementation of theScheme and to the Acquisition) of the Scheme Document;

Court . . . . . . . . . . . . . . . . . . . . the High Court of Justice in England and Wales;

Court Hearing . . . . . . . . . . . . . . the hearing of the Court at which the Court Order will be sought;

Court Meeting . . . . . . . . . . . . . . the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened pursuant to an order of the Court pursuant tosection 896 of the Companies Act for the purpose of considering and,if thought fit, approving (with or without modification) this Scheme;

Court Order . . . . . . . . . . . . . . . the order of the Court sanctioning this Scheme under section 899 ofthe Companies Act;

CREST . . . . . . . . . . . . . . . . . . the relevant system (as defined in the Uncertificated SecuritiesRegulations 2001 (SI 2001/3755)) in respect of which Euroclear is theOperator (as defined in such Regulations) for the paperless settlementof trades in securities and the holding of uncertificated securities;

Effective Date . . . . . . . . . . . . . . the date on which this Scheme becomes effective in accordance withits terms;

Euroclear . . . . . . . . . . . . . . . . . Euroclear UK & Ireland Limited;

holder . . . . . . . . . . . . . . . . . . . a registered holder and includes any person(s) entitled bytransmission;

Latest Practicable Date . . . . . . . . 22 January 2019 (being the latest practicable date before thepublication of the Scheme Document);

Panel . . . . . . . . . . . . . . . . . . . . the UK Panel on Takeovers and Mergers, or any successor thereto;

Registrar of Companies . . . . . . . . the registrar of companies in England and Wales;

Regulations . . . . . . . . . . . . . . . . the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

Scheme . . . . . . . . . . . . . . . . . . . this scheme of arrangement in its present form or with or subject toany modification, addition or condition which BTG and Bidco eachagree and which is approved or imposed by the Court;

Scheme Document . . . . . . . . . . . the circular dated 24 January 2019 sent by BTG to BTG Shareholdersand persons with information rights, of which this Scheme forms apart;

Scheme Record Time . . . . . . . . . 6.00 p.m. on the business day immediately following the date of theCourt Hearing or such later time as Bidco and BTG may agree;

Scheme Shareholders . . . . . . . . . holders of Scheme Shares at any relevant date or time;

Scheme Shares . . . . . . . . . . . . . . means together:

(a) the BTG Shares in issue at the date of the Scheme Document andwhich remain in issue at the Scheme Record Time;

(b) any BTG Shares issued after the date of the Scheme Documentand before the Voting Record Time and which remain in issue atthe Scheme Record Time; and

44

(c) any BTG Shares issued at or after the Voting Record Time andbefore the Scheme Record Time in respect of which the originalor any subsequent holders thereof are, or shall have agreed inwriting to be, bound by the Scheme and, in each case, whichremain in issue at the Scheme Record Time,

excluding, in any case, any BTG Shares held in treasury or by or onbehalf of Boston Scientific, Bidco and their subsidiaries, subsidiaryundertakings, and/or associated undertakings at the Scheme RecordTime;

uncertificated form or inuncertificated form . . . . . . . . . in relation to a Scheme Share, one which is recorded on the relevant

register as being held in uncertificated form in CREST;

UK or United Kingdom . . . . . . . . the United Kingdom of Great Britain and Northern Ireland; and

Voting Record Time . . . . . . . . . . 6.30 p.m. on the day which is two days before the date of the CourtMeeting or, if the Court Meeting is adjourned, 6.30 p.m. on the daywhich is two business days before the date of such adjourned meeting.

(B) References to clauses, sub-clauses and paragraphs are to clauses, sub-clauses and paragraphs of thisScheme.

(C) The issued share capital of BTG as at the Latest Practicable Date was £38,720,719, divided into387,207,191 ordinary shares of 10 pence each, all of which were credited as fully paid. BTG does not holdany shares in treasury.

(D) As at the Latest Practicable Date, no member of the Boston Scientific Group holds any BTG Shares.

(E) Bidco has, subject to the satisfaction or, where capable, waiver of the Conditions agreed to appear byCounsel at the hearing to sanction this Scheme and to undertake to the Court to be bound by theprovisions of this Scheme in so far as it related to Bidco and to execute and do or procure to be executedand done all such documents, acts and things as may be necessary or desirable to be executed or done byit to give effect to this Scheme.

(F) References to times are to London time.

(G) For the purposes of this document, “subsidiary”, “subsidiary undertaking” and “undertaking” have therespective meanings given thereto by the Companies Act and “associated undertaking” has the meaninggiven by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accountsand Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations whichshall be excluded for this purpose.

(H) All references to “Sterling”, “£” and “pence” are to the lawful currency of the UK.

1. Transfer of Scheme Shares

(A) Upon and with effect from the Effective Date, Bidco and/or its nominee(s) shall acquire all the SchemeShares fully paid with full title guarantee, free from all liens, equities, charges, encumbrances, rights ofpre-emption and other interests, and together with all rights at the Effective Date or thereafter attachedthereto, including the right to receive and retain all dividends and other distributions (if any), announced,declared, made or paid in respect of the Scheme Shares by reference to a record date on or after theEffective Date.

(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco and/or its nomineesby means of a form of transfer or other instrument or instruction of transfer and, to give effect to suchtransfers, any person may be appointed by Bidco as attorney and/or agent, and is hereby authorised assuch attorney and/or agent, on behalf of the holder or holders concerned to execute and deliver astransferor a form of transfer or other instrument of transfer (whether as a deed or otherwise) of, or giveany instructions to transfer (whether as a deed or otherwise), any Scheme Shares and every form,instrument or instruction of transfer so executed or instruction given shall be effective as if it had beenexecuted or given by the holder or holders of the Scheme Shares thereby transferred. Such instrument,form or instruction of transfer shall be deemed to be the principal instrument of transfer and the equitableor beneficial interest in the Scheme Shares shall only be transferred to Bidco and/or its nominee(s),

45

together with the legal interest in such Scheme Shares, pursuant to such instruction, form or instrument oftransfer.

(C) Pending the transfer of the Scheme Shares pursuant to sub-clauses 1(A) and 1(B) of the Scheme, eachScheme Shareholder irrevocably appoints Bidco (and/or its nominee(s)) as its attorney and/or agent toexercise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) any votingrights attached to the Scheme Shares and any or all rights and privileges attaching to the Scheme Shares,to sign any consent to short notice of any general or separate class meetings, to execute a form of proxy inrespect of its Scheme Shares appointing any person nominated by Bidco to attend any general and separateclass meetings of BTG and authorises BTG to send to Bidco and/or its nominee(s) any notice, circular,warrant or other document or communication which may be sent to it as a member of BTG, such thatfrom the Effective Date, no Scheme Shareholder shall be entitled to exercise any voting rights attached tothe Scheme Shares or any other rights or privileges attaching to the Scheme Shares.

2. Consideration for the transfer of Scheme Shares

(A) In consideration for the transfer of the Scheme Shares to Bidco and/or its nominee(s) referred to insub-clause 1(A), Bidco shall, subject as provided below, pay or procure that there shall be paid to or forthe account of each Scheme Shareholder 840 pence in cash for each Scheme Share held by such SchemeShareholder at the Scheme Record Time.

(B) If any dividend or other distribution is authorised, declared, made or paid in respect of Scheme Shares onor after the 20 November 2018 and before the Effective Date, Bidco reserves the right to reduce theamount of consideration payable for each Scheme Share by the amount of all or part of any such dividendor other distribution, except where the Scheme Shares are or will be acquired pursuant to the Scheme on abasis which entitles Bidco to receive the dividend or distribution and to retain it.

(C) If Bidco reduces the consideration in accordance with sub-clause 2(B) the exercise of such rights shall bethe subject of an announcement, and shall not constitute a revision or variation of the terms of thisScheme.

(D) To the extent that any such dividend or other distribution is authorised, declared, made or paid and it iscancelled, the consideration will not be subject to change in accordance with sub-clause 2(B).

3. Share certificates and cancellation of CREST entitlements

With effect from and including the Effective Date:

(A) all certificates representing Scheme Shares shall cease to have effect as documents of title to the SchemeShares comprised in the certificates and every holder of Scheme Shares shall be bound by the request ofBTG to deliver up the same to BTG, or, as it may direct, to destroy the same;

(B) entitlements to Scheme Shares held within CREST will be disabled and Euroclear shall be instructed tocancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form;

(C) following the cancellation of the entitlements to Scheme Shares of holders of Scheme Shares inuncertificated form, the BTG Registrar shall be authorised to rematerialise entitlements to such SchemeShares; and

(D) subject to completion of any form of transfer or other instrument or instruction of transfer as may berequired in accordance with sub-clause 1(B) above and the payment of any stamp duty on them,appropriate entries will be made in the register of members of BTG to reflect the transfer of the SchemeShares to Bidco (and/or its nominee(s)).

4. Despatch of consideration

(A) No later than 14 days after the Effective Date (or such other period as may be approved by the Panel),Bidco shall:

(i) in the case of the Scheme Shares which at the Scheme Record Time are in certificated form,despatch, or procure the despatch of, to the persons entitled thereto in accordance with the provisionsof sub-clause 4(B) below, cheques for the sums payable to them respectively in accordance withclause 2; and

(ii) in the case of the Scheme Shares which at the Scheme Record Time are in uncertificated form, ensurethat Euroclear is instructed to create an assured payment obligation in respect of the sums payable in

46

accordance with clause 2 and with the CREST assured payment arrangements, provided that Bidcoshall be entitled to make payment of the consideration by cheque as aforesaid insub-clause 4(A)(i) above if, for any reason, it wishes to do so.

(B) All deliveries of cheques required to be made pursuant to this Scheme shall be effected by sending thesame by first class post (or by international standard post, if overseas) in pre-paid envelopes addressed tothe persons entitled thereto at their respective registered addresses as appearing in the register of membersof BTG at the Scheme Record Time (or in the case of any joint holders, at the address of the joint holderwhose name stands first in the register of members of BTG in respect of such joint holding) and none ofBTG, Bidco or their respective agents or nominees or the BTG Registrar shall be responsible for any lossor delay in the transmission of any cheques sent in accordance with this sub-clause (B) which shall be sentat the risk of the person or persons entitled thereto.

(C) All cheques shall be in Sterling drawn on a branch of a UK clearing bank and shall be made payable tothe person or persons to whom, in accordance with the foregoing provisions of this clause 4, the envelopecontaining the same is addressed (save that, in the case of joint holders, Bidco reserves the right to makethe cheque payable to all joint holders), and the encashment of any such cheque shall be a completedischarge of Bidco’s obligation under this Scheme to pay the monies represented thereby.

(D) In the case of Scheme Shareholders that have not encashed cheques within six months from the EffectiveDate, the consideration due to such Scheme Shareholders under the Scheme will be remitted to BTGwithin six months and one week from the Effective Date to be held by it on trust for such SchemeShareholders and BTG will notify such Scheme Shareholders at that time. Pending receipt of valid claimsby such Scheme Shareholders, BTG will hold the consideration due to such Scheme Shareholders on trustfor a period of 12 years from the Effective Date, in a separate, interest-bearing UK bank accountestablished solely for that purpose, and such Scheme Shareholders may claim the consideration due tothem (plus any interest accrued thereon) by written notice to BTG at any time during the period of12 years from the Effective Date.

(E) In respect of payments made through CREST, Bidco shall ensure that Euroclear is instructed to create anassured payment obligation in accordance with the CREST assured payment arrangements. The creation ofsuch an assured payment obligation shall be a complete discharge of Bidco’s obligation under this Schemewith reference to the payments made through CREST.

(F) In the case of any Scheme Shares issued or transferred under the BTG Share Plans after the Court Hearingand before the Scheme Record Time, Bidco may satisfy the consideration due to the relevant SchemeShareholders under clause 2 by the payment to BTG of the aggregate consideration no later than 14 daysafter the Effective Date and BTG will procure that any such sums paid to it are paid to the relevantScheme Shareholders through the payroll of the relevant Scheme Shareholders’ employing company assoon as practicable and subject to all deductions or withholdings required by law (including applicableincome tax and social security contributions or their equivalent in any jurisdiction).

(G) The preceding paragraphs of this clause 4 shall take effect subject to any prohibition or condition imposedby law.

5. Dividend mandates

Each mandate relating to the payment of dividends on any Scheme Shares and other instructions given to BTGby Scheme Shareholders in force at the Scheme Record Time shall, as from the Effective Date, cease to bevalid.

6. Operation of this Scheme

(A) This Scheme shall become effective upon a copy of the Court Order being delivered to the Registrar ofCompanies for registration.

(B) Unless this Scheme has become effective on or before 20 August 2019, or such later date (if any) as Bidcoand BTG may agree and (if required) the Panel and the Court may allow, this Scheme shall never becomeeffective.

47

7. Modification

BTG and Bidco may jointly consent on behalf of all persons concerned to any modification of or addition tothis Scheme or to any condition which the Court may approve or impose. Any such modification or additionshall require the consent of the Panel where such consent is required under the Code.

8. Governing law

This Scheme is governed by the laws of England and Wales and is subject to the jurisdiction of English courts.The rules of the Code will apply to this Scheme on the basis provided in the Code.

Dated: 24 January 2019

48

PART FIVEFINANCIAL INFORMATION

1. Boston Scientific financial information incorporated by reference

The following sets out financial information in respect of Boston Scientific as required by Rule 24.3 of theCode. The documents referred to below, the contents of which have previously been published, are incorporatedinto this document by reference pursuant to Rule 24.15 of the Code.

Information incorporated byreference Hyperlinks Pages

2016 Boston ScientificCorporation AnnualReport

http://investors.bostonscientific.com/~/media/Files/B/Boston-Scientific-IR/annual-reports-proxy-statements/BostonScientificFinalAR2016a.pdf

56-108

2017 Boston ScientificCorporation AnnualReport

http://investors.bostonscientific.com/~/media/Files/B/Boston-Scientific-IR/annual-reports-proxy-statements/annual-report-and-financial-statement-2017.pdf

59-113

Quarterly Report ofBoston ScientificCorporation onForm 10-Q for the fiscalquarter ended 31 March2018

http://otp.investis.com/clients/us/boston_scientific_corporation/SEC/sec-show.aspx?FilingId=12717663&Cik=0000885725&Type=PDF&hasPdf=1

3-29

Quarterly Report ofBoston ScientificCorporation onForm 10-Q for the fiscalquarter ended 30 June2018

http://otp.investis.com/clients/us/boston_scientific_corporation/SEC/sec-show.aspx?FilingId=12884605&Cik=0000885725&Type=PDF&hasPdf=1

3-34

Quarterly Report ofBoston ScientificCorporation onForm 10-Q for the fiscalquarter ended30 September 2018

http://otp.investis.com/clients/us/boston_scientific_corporation/SEC/sec-show.aspx?FilingId=13027823&Cik=0000885725&Type=PDF&hasPdf=1

3-36

Current Report of BostonScientific Corporation onForm 8-K filed on8 January 2019

http://otp.investis.com/clients/us/boston_scientific_corporation/SEC/sec-show.aspx?Type=html&FilingId=13145343&CIK=0000885725&Index=10000

2. Bidco financial information

As Bidco was incorporated on 16 November 2018, no financial information is available or has been publishedin respect of it. Bidco has not traded since its date of incorporation. There are no current ratings or outlookspublicly accorded to Bidco by rating agencies. Bidco has paid no dividends and has not entered into anyobligations other than in connection with the Acquisition and the financing of the Acquisition summarised inparagraph 11 of Part Eight of this document. As at the date of this document, the issued share capital of Bidcowas 1 ordinary share of £1.00.

3. Effect of Scheme becoming Effective on Boston Scientific

With effect from the Effective Date, the earnings, assets and liabilities of the Combined Group will include theconsolidated earnings, assets and liabilities of the BTG Group on the Effective Date.

As set out in paragraph 11.3 in Part Eight below, Boston Scientific will provide Bidco with the cashconsideration to be paid to Scheme Shareholders pursuant to the Acquisition partially from the proceeds of theTerm Loan Credit Agreement and partially from existing cash resources.

49

Following the Acquisition becoming Effective, Boston Scientific will continue to have access to capitalresources sufficient to fund its ongoing operations and invest in the Combined Group.

4. BTG financial information incorporated by reference

The following sets out the financial information in respect of BTG as required by Rule 24.3 of the Code. Thefollowing documents, the contents of which have previously been announced through a Regulatory InformationService, are incorporated by reference into this document pursuant to Rule 24.15 of the Code:

Information incorporated by reference Hyperlinks Pages

Interim results for the six months ended30 September 2018

https://btgplc.com/BTG/files/64/6485dd8c-69b4-4f74-8a95-5073b54d27e4.pdf

1-27

Annual Report and Accounts 2018 https://btgplc.com/BTG/files/27/2730fe04-4e6c-403b-88dd-8d5d297dbe19.pdf

100-165

Annual Report and Accounts 2017 https://btgplc.com/BTG/files/2f/2f85c54b-aef7-45e4-928d-b7bae857f70f.pdf

104-160

5. Hard copies

A person who has received this document may request a hard copy of any documents or informationincorporated by reference into this document.

Recipients of this document may request hard copies of the above-referenced financial information relating toBTG by contacting Link Asset Services on +44 (0) 371 664 0321. Calls are charged at the standardgeographical rate. Calls to this number from outside the will be charged at the applicable international rate.Link Asset Services is open from 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays inEngland and Wales. Please note that Link Asset Services cannot provide financial, legal or tax advice and callsmay be recorded and monitored for security and training purposes.

Hard copies of the above-referenced financial information will not be sent to recipients of this document unlessspecifically requested.

6. No incorporation of website information

Save as expressly referred to in this document, neither the content of the BTG website or the Boston Scientificwebsite, nor the content of any website accessible from hyperlinks on the BTG website or the Boston Scientificwebsite, is incorporated into, or forms part of, this document.

50

PART SIXADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

1. General

This document has been prepared for the purposes of complying with the laws of England and Wales, the Codeand the Listing Rules and the information disclosed may not be the same as that which would have beendisclosed if this document had been prepared in accordance with the laws of jurisdictions outside England andWales.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to thefull observance of the laws and regulations of the relevant jurisdiction in connection with the Acquisitionincluding the obtaining of any governmental, exchange control or other consents which may be required and/orcompliance with other necessary formalities which are required to be observed and the payment of any issue,transfer or other taxes or levies due in such jurisdiction.

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe forshares in any jurisdiction in which such offer or solicitation is unlawful.

Overseas shareholders should consult their own legal and tax advisers with respect to the legal and taxconsequences of the Scheme.

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws andregulations of the relevant jurisdictions in which they are located. Overseas Shareholders should informthemselves about and observe any applicable legal or regulatory requirements. It is the responsibility of allOverseas Shareholders to satisfy themselves as to the full compliance of the laws and regulations of therelevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control orother consents which may be required, or the compliance with other necessary formalities which are required tobe observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The release, publication or distribution of this document and/or any accompanying documents in or into orfrom jurisdictions other than the UK or the US may be restricted by law and therefore any persons who aresubject to the law of any jurisdiction other than the UK or the US should inform themselves about, andobserve, any applicable legal or regulatory requirements. In particular, the ability of persons who are notresident in the UK to vote their BTG Shares with respect to the Scheme at the Meetings, or to appoint anotherperson as proxy may be affected by the laws and regulations of the relevant jurisdictions in which they arelocated. Any failure to comply with the applicable restrictions may constitute a violation of the securities lawsand regulations of any such Restricted Jurisdiction. To the fullest extent permitted by applicable law, thecompanies and persons involved in the Acquisition disclaim any responsibility or liability for the violation ofsuch restrictions by any person or any other failure to satisfy any applicable laws, regulations or requirements.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law andregulation, the Acquisition will not be made available, directly or indirectly, in, into or from a RestrictedJurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or formwithin a Restricted Jurisdiction. Accordingly, copies of this document and all documents relating to theAcquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed orsent in, into or from a Restricted Jurisdiction, and persons receiving this document and all documents relatingto the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or sendthem in, into or from any such jurisdiction.

2. US securities laws

The Acquisition relates to the shares of an English company and is being effected by means of a scheme ofarrangement under the laws of England and Wales. A transaction effected by means of a scheme ofarrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act.Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the UKto schemes of arrangement, which differ from the disclosure requirements, style and format of US proxysolicitation or tender offer rules. However, Bidco reserves the right, subject to the prior consent of the Paneland in accordance with the Co-operation Agreement, to elect to implement the Acquisition by means of aTakeover Offer for the entire issued and to be issued share capital of BTG, as an alternative to the Scheme. IfBidco were to elect to implement the Acquisition by means of a Takeover Offer, it shall be made in compliancewith all applicable laws and regulations. If such a Takeover Offer is required to be made in the US, it will bedone in compliance with the applicable tender offer rules under the US Exchange Act, including

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Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In addition to any such Takeover Offer,Bidco, certain affiliated companies or their nominees or brokers (acting as agents) may, in accordance withnormal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, make certain purchases of, orarrangements to purchase, BTG Shares other than pursuant to the Offer, until the date on which the Offerand/or the Scheme becomes Effective, lapses or is withdrawn. If such purchases or arrangements to purchasewere to be made, they would be made outside the US and would comply with applicable law, including the USExchange Act. Such purchases or arrangements to purchase may occur either in the open market atprevailing prices or in private transactions at negotiated prices. Any information about suchpurchases will be disclosed as required in the UK, will be reported to the Regulatory News Service ofthe London Stock Exchange and will be available on the London Stock Exchange website atwww.londonstockexchange.com/prices-and-news/prices-news/home.htm.

The information contained in this document has neither been approved nor disapproved by the SEC or any USstate securities commission. Neither the SEC, nor any state securities commission, has passed upon the fairnessor merits of the proposal described in, nor upon the accuracy or adequacy of the information contained in, thisdocument. Any representation to the contrary is a criminal offence in the US.

The financial information included in this document has been prepared in accordance with accounting standardsapplicable in the UK that may not be comparable to the financial statements of US companies. US generallyaccepted accounting principles differ in certain respects from IFRS used in the UK. None of the financialinformation in this document has been audited in accordance with auditing standards generally accepted in theUS or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of cash pursuant to the Acquisition by a US Shareholder as consideration pursuant to the terms ofthe Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US stateand local, as well as foreign and other, tax laws. Each BTG Shareholder is urged to consult his independentprofessional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

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PART SEVENBTG PRODUCTS BUSINESS PROFIT FORECAST

On 13 November 2018, BTG announced its results for the six months ended 30 September 2018, whichincluded earnings guidance for the 12 months ending 31 March 2019. This guidance in the H1 ResultsAnnouncement included constant exchange rate guidance for product sales, product gross margin and AdjustedSG&A and R&D costs for the 12 months ended 31 March 2019 (the BTG Products Business Guidance).

The BTG Products Business Guidance implies Adjusted Operating Profit at a constant exchange rate for BTG’sProducts business of no less than $81 million for the 12 months ending 31 March 2019 (the BTG ProductsBusiness Profit Forecast).

The BTG Products Business Profit Forecast constitutes a profit forecast for the purposes of the Code.

The Products Business Profit Forecast constitutes an adjusted financial measure, being an adjusted form ofoperating profit. Adjusted operating profit should not be considered in isolation from, as a substitute for, orsuperior to financial measures prepared under IFRS. The basis of preparation in respect of the BTG ProductsBusiness Profit Forecast, together with the assumptions on which it is based, are set out below.

Basis of preparation

The BTG Products Business Profit Forecast has been prepared on a basis consistent with the BTG accountingpolicies for the 12 months ending 31 March 2019, and in accordance with IFRS (as adjusted in accordance withBTG’s adjusted earnings policy, as outlined below).

The guidance has been provided on an adjusted rather than IFRS basis. BTG believes that this adjusted basisprovides investors with a consistent means of evaluating, and an understanding of how BTG evaluates BTG’score performance and results on a comparable basis that is not otherwise apparent on an IFRS basis, as theIFRS basis would be distorted by certain non-recurring, infrequent or non-cash items that BTG believes are notindicative of core performance of the business.

The BTG Products Business Profit Forecast has been prepared on the basis of: (a) the audited financialstatements for the 12 months ended 31 March 2018; (b) the unaudited results for the six months ended30 September 2018; and (c) the projected financial performance of the BTG Group for the remaining sixmonths of the 12 months ending 31 March 2019.

The BTG Products Business Profit Forecast does not take into account any effects of the Acquisition (includingany costs associated with the Acquisition) or any other material business acquisitions, disposals or licencearrangements prior to 31 March 2019 other than those already executed. For the avoidance of doubt, the BTGProducts Business Profit Forecast includes forecast results relating to Novate Medical Limited, the acquisitionof which completed in September 2018.

BTG’s adjusted earnings policy results in the exclusion of the following items from the calculation of theAdjusted Operating Profit of the Products business (and where relevant from the calculation of Adjusted SG&Aand R&D costs):

Acquisition related adjustments

• the release of the fair value uplift of acquired inventory or property, plant and equipment;

• amortisation of acquired intangible assets and impairment charges relating to acquired or in-licensedintangible assets or goodwill;

• fair value adjustments relating to contingent consideration liabilities;

• fair value adjustments relating to financial assets and call options for strategic investments; and

• transaction costs incurred in relation to corporate acquisitions.

Other adjustments

• net costs relating to the settlement of litigation, disputes and government investigations;

• reorganisation costs, including redundancy programs, property costs, and asset impairments arising fromsignificant restructuring activities; and

• costs associated with the Acquisition.

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Principal assumptions

The BTG Products Business Profit Forecast has been prepared on the basis of the following principalassumptions:

Assumptions that are within the control of the BTG Board

• there will be no material change to BTG’s existing operational strategy for the Products business; and

• there is no other issue which is material in the context of the BTG Products Business Profit Forecast,beyond those issues that are already known to the BTG Directors at the current time, that will arise in thecontext of BTG’s Products business.

Factors outside the influence or control of the BTG Board

• there will be no material change to existing prevailing global macroeconomic and political conditionsduring the 12 months ended 31 March 2019;

• there will be no material changes in market conditions within the pharmaceutical or medical deviceindustry over the forecast period to 31 March 2019, in relation to either customer demand or thecompetitive environment which could impact BTG’s commercialised products;

• there will be no product shortages caused by unanticipated production issues which could result inprolonged supply shortages;

• there will be no material changes to BTG’s obligations to customers, its ability to negotiate new business,resolve contract disputes or the retention of key management;

• there will be no material adverse events that will have a significant impact on BTG’s financialperformance; and

• there will be no material change in legislation or regulatory requirements impacting BTG’s operations orits accounting policies.

BTG Directors’ confirmation

The BTG Directors have considered the BTG Products Business Profit Forecast and confirm that it remainsvalid as at the date of this document, has been properly compiled on the basis of the assumptions set out in thisPart Seven (BTG Products Business Profit Forecast) and that the basis of the accounting used is consistent withBTG’s accounting policies (as adjusted in accordance with BTG’s established basis of guidance to investorsand which is reported in BTG’s interim and annual financial results).

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PART EIGHTADDITIONAL INFORMATION ON BTG, BOSTON SCIENTIFIC AND BIDCO

1. Responsibility

1.1 The BTG Directors, whose names are set out in paragraph 2.1, accept responsibility for the informationcontained in this document other than the information for which responsibility is taken by others pursuantto paragraph 1.2 and 1.3 below. To the best of the knowledge and belief of the BTG Directors (who havetaken all reasonable care to ensure that such is the case) the information contained in this document forwhich they accept responsibility is in accordance with the facts and does not omit anything likely to affectthe import of such information.

1.2 The Boston Scientific Directors, whose names are set out at paragraph 2.2 below accept responsibility forthe information contained in this document relating to Boston Scientific, the Boston Scientific Group(including Bidco), the Boston Scientific Directors, the Bidco Directors and their respective immediatefamilies and the related trusts of and persons connected with the Boston Scientific Directors, and personsdeemed to be acting in concert with Boston Scientific (as such term is defined in the Code). To the best ofthe knowledge and belief of the Boston Scientific Directors (who have taken all reasonable care to ensurethat such is the case) the information contained in this document for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the import of such information.

1.3 The Bidco Directors, whose names are set out at paragraph 2.3 below, accept responsibility for theinformation contained in this document relating to Bidco, the Bidco Directors and their respectiveimmediate families and the related trusts of and persons connected with the Bidco Directors, and personsdeemed to be acting in concert with Bidco (as such term in defined in the Code). To the best of theknowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is thecase) the information contained in this document for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of such information.

2. Directors

2.1 The BTG Directors and their respective positions are:Name Position

Garry Watts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ChairmanDame Louise Makin . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Executive OfficerDuncan Kennedy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Financial OfficerJim O’Shea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorIan Much . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorRichard Wohanka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorAnne Thorburn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorGraham Hetherington . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorDr Susan Foden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive DirectorGregory Barrett . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive Director

The registered office of BTG and the business address of each of the BTG Directors is 5 Fleet Place,London, EC4M 7RD, UK.

The company secretary of BTG is Paul Mussenden.

2.2 The Boston Scientific Directors and their respective positions in Boston Scientific are:

Name Position

Michael Mahoney . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chairman and Chief Executive OfficerNelda Connors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorCharles Dockendorff . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorYoshiaki Fujimori . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorDonna James . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorEdward Ludwig . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorStephen MacMillan . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorDavid Roux . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorJohn Sununu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorEllen Zane . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director

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The registered office of Boston Scientific and the business address of each of the Boston ScientificDirectors is 300 Boston Scientific Way, Marlborough, MA 01752-1234.

The company secretary of Boston Scientific is Desiree Ralls-Morrison.

2.3 The Bidco Directors and their respective positions are:

Name Position

Charles Attlan . . . . . . . . . . . . . . . . . . . . . . . . . . DirectorVance Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . Director

The registered office of Bidco is Suite 1, 3rd Floor 11–12 St. James’s Square, London, UK, SW1Y 4LB.The business address of each of the Bidco Directors is 300 Boston Scientific Way, Marlborough,MA 01752, United States.

Bidco does not have a company secretary.

3. Disclosures in respect of relevant BTG securities, relevant Bidco securities and relevant BostonScientific securities

3.1 For the purposes of this paragraph 3, paragraphs 4 to 7 and paragraph 14:

(A) acting in concert has the meaning given to it in the Code;

(B) arrangement includes indemnity or option arrangements, and any agreement or understanding,formal or informal, of whatever nature, relating to securities which may be an inducement to deal orrefrain from dealing;

(C) dealing has the meaning given to it in the Code;

(D) derivative has the meaning given to it in the Code;

(E) disclosure period means the period beginning on 20 November 2017 (being the date that is12 months before the commencement of the offer period) and ending on the Latest Practicable Date;

(F) interest or interests in relevant securities shall have the meaning given to it in the Code andreferences to interests of Bidco Directors or interests of BTG Directors in relevant securities shallinclude all interests of any other person whose interests in shares the Bidco Directors or, as the casemay be, the BTG Directors, are taken to be interested in pursuant to Part 22 of the Act;

(G) offer period means the period commencing on 20 November 2018 and ending on the LatestPracticable Date;

(H) relevant Boston Scientific securities means relevant securities (such term having the meaning givento it in the Code in relation to an offeror) of Boston Scientific including common stock in BostonScientific (or derivatives referenced thereto) and securities convertible into, rights to subscribe for andoptions (including traded options) in respect thereof;

(I) relevant Bidco securities means relevant securities (such term having the meaning given to it in theCode in relation to an offeror) of Bidco including equity share capital in Bidco (or derivativesreferenced thereto) and securities convertible into, rights to subscribe for and options (includingtraded options) in respect thereof;

(J) relevant BTG securities means relevant securities (such term having the meaning given to it in theCode in relation to an offeree) of BTG including equity share capital of BTG (or derivativesreferenced thereto) and securities convertible into, rights to subscribe for and options (includingtraded options) in respect thereof; and

(K) short position means any short position (whether conditional or absolute and whether in the moneyor otherwise), including any short position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery.

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BTG

Interests and dealings in relevant BTG securities

3.2 As at the Latest Practicable Date, the BTG Directors, their close relatives, related trusts and connectedpersons held the following interests in, or rights to subscribe in respect of, relevant BTG securities:

Issued Share Capital

NameNumber ofBTG Shares

Garry Watts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000Dame Louise Makin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 889,011Duncan Kennedy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,234Anne Thorburn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000Richard Wohanka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,500

Share options and share awards

Name Share PlanNumber ofBTG Shares Date of award

ExercisePrice(pence)

Duncan Kennedy . . . . . . . . . . . . . . . . . . . . PSP 34,685 10 June 2016 N/APSP 39,840 5 June 2017 N/APSP 155,215 18 June 2018 N/A

DSBP 6,038 10 June 2016 N/ADSBP 7,537 5 June 2017 N/ADSBP 4,759 18 June 2018 N/A

SAYE UK 1,729 19 July 2016 520.53SAYE UK 1,592 20 July 2017 565.07

Louise Makin . . . . . . . . . . . . . . . . . . . . . . ESOP Unapp 187,179 31 July 2009 179.25ESOP Unapp 199,253 13 July 2010 201.30ESOP Unapp 153,320 6 July 2011 298.90ESOP Unapp 122,288 1 June 2012 386.00

PSP 207,535 15 July 2016 N/APSP 229,875 5 June 2017 N/APSP 284,038 18 June 2018 N/A

DSBP 48,206 5 June 2017 N/ADSBP 33,992 18 June 2018 N/A

SAYE UK 691 19 July 2016 520.53SAYE UK 1,911 20 July 2017 565.07SAYE UK 840 19 July2018 428.27

3.3 As at the Latest Practicable Date, the following persons acting in concert with BTG held the followinginterests in, or rights to subscribe in respect of relevant BTG securities:

Name Number of BTG Shares / Nature of holding

J.P. Morgan Securities LLC (PCS) . . . . . . . . . . . . . . . . . . . 3,384 Equity Common Shares: LongJ.P. Morgan Chase Bank (Custody) . . . . . . . . . . . . . . . . . . 100 Equity Common Shares: LongGoldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . 65,412 Cash-settled derivatives: Short

3.4 Save as disclosed above, as at the close of business on the Latest Practicable Date neither BTG nor anyBTG Director, nor, so far as BTG is aware, any person acting in concert (within the meaning of the Code),nor any person with whom BTG or any person acting in concert with BTG has an arrangement has: (i) anyinterest in or right to subscribe for any relevant BTG securities; (ii) any short positions in respect ofrelevant BTG securities (whether conditional or absolute and whether in the money or otherwise),including any short position under a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery; or (iii) borrowed or lent any relevant BTG securities(including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 onRule 4.6 of the Code).

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3.5 During the offer period, the following dealing(s) in relevant BTG securities by BTG Directors, their closerelatives, related trusts and connected persons have taken place:

Name DateNature ofdealing

Numberof BTGShares

Price(pence)

Dame Louise Makin . . 23 November 2018 Purchase of shares under theSave As You Earn Scheme (UK)

713 504.40

3.6 Save as disclosed above, during the offer period, there have been no dealings in the relevant BTGsecurities by any person acting in concert with BTG.

Interests and dealings in relevant Boston Scientific securities and relevant Bidco securities

3.7 As at the close of business on the Latest Practicable Date neither BTG nor any BTG Director has: (i) anyinterest in or right to subscribe for any relevant Boston Scientific securities or relevant Bidco securities;(ii) any short positions in respect of relevant Boston Scientific securities or relevant Bidco securities(whether conditional or absolute and whether in the money or otherwise), including any short positionunder a derivative, any agreement to sell or any delivery obligation or right to require another person topurchase or take delivery; or (iii) borrowed or lent any relevant Boston Scientific securities or relevantBidco securities (including, for these purposes, any financial collateral arrangements of the kind referred toin Note 4 on Rule 4.6 of the Code).

3.8 During the offer period, there have been no dealings in the relevant Boston Scientific securities or relevantBidco securities by BTG, BTG Directors, their close relatives, related trusts or connected persons.

Boston Scientific and Bidco

Interests and dealings in relevant BTG securities

3.9 Save in respect of the irrevocable undertakings referred to in paragraph 9, as at the close of business onthe Latest Practicable Date, neither Boston Scientific or Bidco, nor any Boston Scientific Director or anyBidco Director, nor, so far as either Boston Scientific or Bidco is aware, any person acting in concert(within the meaning of the Code) with it nor any person with whom it or any person acting in concert withit has an arrangement has: (i) any interest in or right to subscribe for any relevant BTG securities; (ii) anyshort positions in respect of relevant BTG securities (whether conditional or absolute and whether in themoney or otherwise), including any short position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery; or (iii) borrowed or lent anyrelevant BTG securities (including, for these purposes, any financial collateral arrangements of the kindreferred to in Note 4 on Rule 4.6 of the Code).

3.10 During the offer period, there have been no dealings in relevant securities of BTG by:

(A) Boston Scientific or Bidco;

(B) any of the Boston Scientific Directors or Bidco Directors (including their close relatives, related trustsor connected persons); or

(C) any person acting in concert, or deemed to be acting in concert, with Boston Scientific or Bidco.

4. Interests and dealings–general

4.1 Save as disclosed in paragraph 3, as at the Latest Practicable Date:

(A) no member of the Boston Scientific Group had any interest in, right to subscribe in respect of, anyshort position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant BTG securities nor has any member of the BostonScientific Group dealt for value in any relevant BTG securities during the disclosure period;

(B) none of the Boston Scientific Directors or Bidco Directors had any interest in, right to subscribe inrespect of, any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant BTG securities, nor has any suchperson dealt for value in any relevant BTG securities or during the disclosure period;

(C) no person deemed to be acting in concert with Boston Scientific or Bidco had any interest in, right tosubscribe in respect of, or any short position under a derivative in relation to any, or had any delivery

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obligation or any right to require another person to take delivery of relevant BTG securities, nor hasany such person dealt for value in any relevant BTG securities, during the disclosure period;

(D) no person who has an arrangement with Boston Scientific or Bidco had any interest in, right tosubscribe in respect of, or any short position under a derivative in relation to any, or had any deliveryobligation or any right to require another person to take delivery of relevant BTG securities, nor hasany such person dealt for value in any relevant BTG securities during the disclosure period; and

(E) neither Boston Scientific nor Bidco, nor any person acting in concert with it, has borrowed or lentany relevant BTG securities, save for any borrowed shares which have been either on-lent or sold.

4.2 Save as disclosed in paragraph 3, as at the Latest Practicable Date:

(A) no member of the BTG Group had any interest in, right to subscribe in respect of, or any shortposition under a derivative in relation to relevant Bidco securities or relevant Boston Scientificsecurities nor has any such person dealt for value in any relevant BTG securities, relevant Bidcosecurities or relevant Boston Scientific securities during the offer period;

(B) none of the BTG Directors had any interest in, right to subscribe in respect of, or any short positionunder a derivative in relation to any, or had any delivery obligation or any right to require anotherperson to take delivery of relevant BTG securities, relevant Bidco securities or relevant BostonScientific securities nor has any such person dealt for value in any relevant BTG securities, relevantBidco securities or relevant Boston Scientific securities during the offer period;

(C) no person deemed to be acting in concert with BTG had any interest in, right to subscribe in respectof, any short position under a derivative in relation to any, or had any delivery obligation or any rightto require another person to take delivery of relevant BTG securities, nor has any such person dealtfor value in any relevant BTG securities during the offer period;

(D) no person who has an arrangement with BTG had any interest in, right to subscribe in respect of, anyshort position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant BTG securities, nor has any such person dealt forvalue in any relevant BTG securities during the offer period; and

(E) neither BTG, nor any person acting in concert with BTG has borrowed or lent any relevant BTGsecurities, save for any borrowed shares which have been either on-lent or sold.

4.3 Save as disclosed in this document, no persons have given any irrevocable or other commitment to vote infavour of the Scheme or the Resolution at the General Meeting.

4.4 Save as disclosed in this document, none of: (i) Boston Scientific, Bidco or any person acting in concertwith either Boston Scientific or Bidco; or (ii) BTG or any person acting in concert with BTG, has, ineither case, any arrangement in relation to relevant securities.

4.5 Save as disclosed in this document, no agreement, arrangement or understanding (including anycompensation arrangement) exists between Boston Scientific, Bidco or, in either case, any person acting inconcert with it and any of the BTG Directors or the recent directors, shareholders or recent shareholders ofBTG having any connection with or dependence upon or which is conditional upon the Acquisition.

4.6 Save as disclosed in this document, there is no agreement, arrangement or understanding whereby thebeneficial ownership of any BTG Shares to be acquired by Bidco pursuant to the Scheme will betransferred to any other person, however Bidco reserves the right to transfer any such shares to anymember of the Boston Scientific Group.

4.7 No relevant securities of BTG have been redeemed or purchased by BTG during the disclosure period.

5. Directors’ service contracts and emoluments

5.1 Executive Director

The particulars of the service contracts between BTG and each executive director are set out below. Nosuch contract has been entered into or amended during the six months preceding publication of thisdocument.

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Dame Louise Makin

Dame Louise Makin’s service agreement, dated 15 September 2004, provides for her employment tocommence on 19 October 2004 and, unless terminated earlier, to automatically terminate on the day thatshe reaches the age of 60 (if BTG is able to objectively justify this). Dame Louise Makin’s employment isterminable by either party on 12 months’ written notice.

Dame Louise Makin is entitled to a basic salary of £686,238 per annum. There is an annual review ofbasic salary with no obligation on BTG to increase Dame Louise Makin’s salary. BTG cannot reduceDame Louise Makin’s salary without her prior written consent. Reimbursement is provided for allreasonable, and properly documented expenses incurred in the performance of her duties. Dame LouiseMakin is entitled to a company car or a car allowance in accordance with the terms of BTG’s relevantpolicies. Dame Louise Makin is eligible to participate in such annual bonus schemes as BTG may put inplace for time to time on the terms notified to Dame Louise Makin by BTG.

Dame Louise Makin may elect to either join the contributory BTG pension fund or elect to have BTGcontribute to a personal pension scheme of Dame Louise Makin’s choice. BTG provides a pensionallowance not exceeding 25 per cent. of Dame Louise Makin’s basic salary. From that allowance, BTGmakes contributions to the BTG Pension Fund (which is a defined benefit arrangement) up to a limit ofthe lower of: (i) the maximum allowed by statute; and (ii) the maximum that can be paid in a given yearbefore a tax charge is triggered, with the remainder paid to Dame Louise Makin as a supplementalpayment subject to tax and National Insurance contribution deductions.

In addition, Dame Louise Makin is entitled to participate (at BTG’s expense) in BTG’s private medicalexpenses insurance scheme, life insurance and permanent health insurance scheme. Dame Louise Makin isentitled to be paid her full salary during any absence from work due to sickness or injury not exceedingsix months in any period of 12 months.

BTG may, by summary notice, terminate Dame Louise Makin’s employment immediately and withoutcompensation in certain prescribed scenarios (some of which are subject to certain prescribed restrictions).None of these scenarios and restrictions are unusual for a position of this seniority. In addition, BTG mayterminate Dame Louise Makin’s employment with immediate effect by written notification that it ismaking a payment in lieu of notice (PILON). The PILON must include basic pay and any payment inrespect of benefits which Dame Louise Makin would have been entitled to receive during the period forwhich the PILON is made (including pension contributions). The PILON may also include bonus, andDame Louise Makin is eligible for bonuses for any period of notice, but there is no automatic andguaranteed amount due (subject to any express provisions in any relevant bonus scheme in which DameLouise Makin is eligible to participate). Dame Louise Makin is not under a contractual obligation to seekalternative employment or mitigate her losses during the notice period.

BTG reserves the right to place Dame Louise Makin on garden leave after notice of termination has beengiven.

Duncan Kennedy

Mr Kennedy commenced employment with BTG on 1 December 2005. Mr Kennedy’s service agreementdated 14 November 2017 confirms that he commenced the role of CFO on 1 January 2018, and that hisemployment will continue unless and until terminated by either party on 12 months’ written notice.

Under the terms of the service agreement, Mr Kennedy is entitled to a basic salary of £375,000 perannum. There is an annual review of basic salary with no obligation on BTG to increase it.Reimbursement is provided for all reasonable, authorised and properly documented expenses incurred inthe performance of his duties. Mr Kennedy is eligible to participate in bonus schemes for executives ofcomparable status. Subject only to any express provision to the contrary in any relevant bonus schemeMr Kennedy is eligible to participate in, any payments made under such bonus schemes cease to bereceivable once notice of termination is given.

Mr Kennedy is entitled to participate in the defined contribution pension scheme operated by BTG. BTGprovides Mr Kennedy with an annual pension allowance equivalent to 20 per cent. of his basic salary.From that allowance, BTG makes contributions to the BTG defined contribution pension scheme up to themaximum amount that can be paid in a given year before a tax charge is triggered, with the remainderpaid to Mr Kennedy as a supplemental payment subject to tax and National Insurance contributiondeductions.

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In addition, Mr Kennedy is (and, in the case of the private medical insurance scheme, Mr Kennedy’sspouse and dependent children are) entitled to participate (at BTG’s expense) in BTG’s life insurancescheme, private medical expenses insurance scheme and permanent health insurance scheme. IfMr Kennedy is in receipt of payments under BTG’s permanent health insurance scheme, BTG may inits sole and absolute discretion continue Mr Kennedy’s employment solely to facilitate Mr Kennedy’scontinuing receipt of those payments. Subject to Mr Kennedy’s compliance with prescribed absencenotifications, BTG may exercise its discretion to pay sick pay consisting of Mr Kennedy’s basic salary andcontinuation of benefits for up to six months’ absence in aggregate in any period of 12 months.

BTG may, by summary notice, terminate Mr Kennedy’s employment immediately and withoutcompensation in certain prescribed scenarios (none of which are unusual for a position of thisseniority). BTG may also serve notice of termination if Mr Kennedy becomes incapacitated fromperforming all or any of his duties by illness or injury for a period of 24 or more weeks in aggregate inany period of 12 consecutive months. In these circumstances, the period of notice to be given is 52 weeksless the number of weeks of incapacitation. In addition, BTG may terminate Mr Kennedy’s employmentwith immediate effect by written notification that it is making a PILON equal to basic salary as at thetermination date. The PILON can be made in either a single sum or in equal monthly instalments. If thePILON is made in monthly instalments, Mr Kennedy is under an obligation to seek alternativeemployment during the notice period and, if he finds a role where the basic salary is equal to or greaterthan his basic salary with BTG, BTG is under no obligation to pay the remainder of the PILON. If, aftergiving notice of termination of employment, BTG later discovers that Mr Kennedy’s employment couldhave been terminated summarily, BTG is under no obligation to pay the remainder of the PILON andMr Kennedy is obliged to repay any PILON received up to that point.

BTG reserves the right to place Mr Kennedy on garden leave after notice of termination has been given.

5.2 Non-Executive Directors

The particulars of the non-executive director appointment letters between BTG and the non-executivedirectors are set out below. Save as set out below, no such contract has been entered into or amendedduring the six months preceding publication of this document:

Name ofdirector

Date ofagreement

Term ofdirectorship Notice periods

Remuneration (salary andother benefits)

Garry Watts Letter of Re-appointment asnon-executive director andChairman dated 5 February2015 as supplemented byLetter of Re-appointmentdated 1 January 2018.

Appointment commenced on1 January 2018 and expireson 31 December 2020.

Either party may terminateupon serving 6 months’notice to the other party.BTG retains the right toPILON.

GBP 275,000 per annum andreimbursement for expensesreasonably incurred inperformance of duties.

Ian Much Letter of Re-appointmentdated 1 August 2013 assupplemented by Letter ofRe-appointment dated20 July 2018.

Appointment commenced on1 August 2018 and expireson 31 July 2019.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

GBP 55,000 per annum foracting as a non-executivedirector plus GBP 12,000per annum for chairing theRemuneration Committee(until July 2018), andreimbursement for expensesreasonably incurred inperformance of duties.

William JamesO’Shea Letter of Re-appointment

dated 5 April 2015 assupplemented by Letter ofRe-appointment dated22 March 2018.

Appointment commenced on1 April 2018 and expires on31 March 2019.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

GBP 55,000 per annum andreimbursement for expensesreasonably incurred inperformance of duties.

RichardWohanka Letter of Re-appointment

dated 11 December 2012 assupplemented by Letter ofRe-appointment dated1 January 2019.

Appointment commenced on1 January 2019 and expireson 31 December 2019.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

GBP 55,000 per annum andreimbursement for expensesreasonably incurred inperformance of duties.

Susan Foden Letter of Re-appointmentdated 17 December 2014 assupplemented by Letter ofRe-appointment dated5 February 2018.

Appointment commenced on1 March 2018 and expireson 28 February 2021.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

GBP 55,000 per annum plusGBP 12,000 per annum forchairing the RemunerationCommittee (from July 2018)and reimbursement forexpenses reasonablyincurred in performance ofduties.

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Name ofdirector

Date ofagreement

Term ofdirectorship Notice periods

Remuneration (salary andother benefits)

Gregory Barrett Letter of appointment dated24 November 2017.

Appointment commenced on27 November 2017 andexpires on 26 November2020.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

USD 71,883 per annum andreimbursement for expensesreasonably incurred inperformance of duties.An additional USD 4,000fee is payable for attendanceat each board meetingrequiring less than 4 hourstravel from Mr Barrett’shome address.An additional USD 8,000fee is payable for attendanceat each board meetingrequiring more than 4 hourstravel from Mr Barrett’shome address.

GrahamHetherington Letter of appointment dated

26 July 2016.Appointment commenced on1 August 2016 and expireson 31 July 2019.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

GBP 55,000 per annum foracting as a non-executivedirector plus GBP 12,000per annum in respect ofMr Hetherington’s role asChair of the AuditCommittee and GBP 8,000per annum in respect of hisrole as Senior IndependentDirector, and reimbursementfor expenses reasonablyincurred in performance ofduties.

Anne Thorburn Letter of appointment dated17 January 2018.

Appointment commenced on23 January 2018 and expireson 22 January 2021.

Either party may terminateupon serving 3 months’notice to the other party.BTG retains the right toPILON.

GBP 55,000 per annum andreimbursement for expensesreasonably incurred inperformance of duties.

5.3 In relation to the non-executive directors listed in paragraph 5.2 above:

(i) each of the appointments listed are subject to: (i) BTG’s articles of association; (ii) the UK ListingRules; and (iii) early termination if the non-executive director is not re-elected to the BTG Boardwhen required in accordance with BTG’s articles of association;

(ii) the appointments may be terminated immediately by BTG in certain prescribed scenarios;

(iii) there are no provisions for compensation payments on early termination;

(iv) any PILON made by BTG is subject to mitigation should any of the non-executive directors findalternative employment or commence provision of services to a third party during the notice period;

(v) once notice of termination has been given by either party, BTG has the right to require thenon-executive directors to step down from their offices and appointments;

(vi) BTG provides all directors with directors’ and officers’ liability insurance, and BTG’s articles ofassociation allow for all directors to be indemnified out of the assets of BTG, subject to certainconditions; and

(vii) provided that they obtain the prior approval of the Company Secretary or a senior independentdirector, all directors are entitled to seek independent professional advice, in connection with thefurtherance of their duties, at BTG’s expense.

5.4 BTG Directors’ appointments are subject to election at the first annual general meeting following theappointment and re-election by shareholders at each subsequent annual general meeting.

5.5 The fees payable to BTG Directors are subject to annual review by the BTG Board or the remunerationcommittee of the BTG Board, as applicable.

5.6 Save as disclosed above:

(A) no BTG Director is entitled to commission or profit sharing arrangements;

(B) other than statutory compensation and payment in lieu of notice, no compensation is payable by BTGto any BTG Director upon early termination of their appointment; and

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(C) there are no service contracts or letters of appointment between any BTG Director or proposeddirector of BTG and any member of the BTG Group and no such contract or letter of appointmenthas been entered into or amended within the six months preceding the date of this document.

5.7 Save as set out in this document, the effect of the Scheme on the interests of the BTG Directors does notdiffer from its effect on the like interests of any other holder of Scheme Shares.

6. Market quotations

6.1 The following table shows the closing middle market prices for BTG Shares as derived from the OfficialList for the first dealing day of each month from July 2018 to January 2019 inclusive, for 20 November2018 (being the last business day before the Announcement) and for 22 January 2019 (being the LatestPracticable Date).

Date BTG Share price (pence)

2 July 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501.001 August 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531.003 September 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 550.001 October 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562.001 November 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 559.0020 November 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824.503 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 832.502 January 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 828.5022 January 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 827.00

7. Material contracts

7.1 Boston Scientific Group material contracts

Save as disclosed below and save for the offer related arrangements described at paragraph 8 and thefinancing agreements described at paragraph 11, no member of the Boston Scientific Group (includingBidco) has, during the period beginning on 20 November 2016 and ending on the Latest Practicable Date,entered into any material contract otherwise than in the ordinary course of business.

Second Amended and Restated Credit and Security Agreement and Second Amended and RestatedReceivables Sale Agreement

Effective 7 February 2017, Boston Scientific entered into (a) a second amended and restated credit andsecurity agreement by and among Boston Scientific Funding LLC (BSF), Boston Scientific, as InitialServicer, Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, New YorkBranch, as Lenders, Wells Fargo Bank, National Association and SMBC Nikko Securities America, Inc.,as Co-Agents, and Wells Fargo Bank, National Association, as Administrative Agent (the SecondAmended and Restated Credit and Security Agreement), to: (i) extend the term of the amended andrestated credit agreement, dated as of 7 November 2007 (the Credit Agreement), through 7 February2019; (ii) increase the aggregate commitments to $400,000,000; (iii) allow Lenders to extend creditdirectly or through conduits; (iv) allow Lenders, at the request of BSF, to extend LIBOR loans bearinginterest by reference to Libor Market Index Rate; and (v) make certain other amendments to the CreditAgreement as set forth therein, and (b) a second amended and restated receivables sale agreement, by andamong Boston Scientific, each of its direct or indirect wholly-owned subsidiaries that become a sellerthereunder and BSF, to: (i) incorporate the amendments to the amended and restated receivables saleagreement, dated as of 7 November 2007 to date; and (ii) make other technical amendments thereto. Inconnection and concurrently with the foregoing, the amended fee letter described in the Credit Agreementwas amended and restated to modify certain fees thereunder.

On 19 December 2018, effective as of 20 December 2018, Boston Scientific terminated the SecondAmended and Restated Credit and Security Agreement.

2017 Credit Agreement

On 4 August 2017, Boston Scientific entered into a $2,250,000,000 senior unsecured credit facility, by andamong Boston Scientific, as Borrower, the several lenders party thereto, Bank of America, N.A. and WellsFargo Bank, National Association, as Syndication Agents and JPMorgan Chase Bank, N.A., asAdministrative Agent (the 2017 Credit Agreement). The 2017 Credit Agreement refinances Boston

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Scientific’s prior credit agreement, dated 10 April 2015, by and among Boston Scientific, as Borrower, theseveral lenders party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan ChaseBank, N.A., as Administrative Agent (the 2015 Facility).

Boston Scientific may borrow from time to time up to $2,250,000,000 in revolving credit loans under the2017 Credit Agreement. The 2017 Credit Agreement matures on 4 August 2022, with one-year extensionoptions subject to certain conditions, including certain lender approvals. Loans under the 2017 CreditAgreement will bear interest at Boston Scientific’s option at either LIBOR or ABR plus an interest margin.ABR is the greatest of the (a) Prime Rate (as defined in the 2017 Credit Agreement), (b) the NYFRB Rate(as defined in the 2017 Credit Agreement) plus ½ of 1 per cent. per annum and (c) one-month LIBORplus 1 per cent. per annum. The applicable interest margin will be based on Boston Scientific’s long-term,senior unsecured corporate credit ratings from Moody’s Investors Service, Inc. and S&P Global Ratings.In addition, Boston Scientific will pay a facility fee of 0.150 per cent. per year (compared to 0.150 percent. per year under the 2015 Facility), based on Boston Scientific’s credit ratings and the total amount ofrevolving credit commitments (generally irrespective of usage) under the 2017 Credit Agreement.

The 2017 Credit Agreement contains covenants which, among other things, require that Boston Scientificmaintain a maximum leverage ratio of 3.50x (provided that, for the first two consecutive fiscal quartersended immediately following the consummation of a Qualified Acquisition (any transaction for which theconsideration exceeds $1,000,000,000 and for which Boston Scientific notifies the Administrative Agentthat such transaction is a Qualified Acquisition under the 2017 Credit Agreement) the maximum leverageratio shall be 4.50x, and shall decrease to 4.25x, 4.00x, and 3.75x, for the next three fiscal quarter-endsafter such two fiscal quarter-ends, respectively, and then to 3.50x for each fiscal quarter-end thereafter).The ratios are calculated based on earnings before interest, taxes, depreciation and amortization(Consolidated EBITDA), as adjusted pursuant to the 2017 Credit Agreement. Boston Scientific ispermitted to exclude from Consolidated EBITDA, among other things: (i) any Non-Cash Charges (asdefined in the 2017 Credit Agreement); (ii) any Cash Litigation Payments (as defined in the 2017 CreditAgreement) provided that the aggregate amount of such Cash Litigation Payments shall not exceed$1,000,000,000; (iii) any cash and non-cash charges with respect to restructurings, plant closings, staffreductions, distributor network optimization initiatives, distribution technology optimization initiatives orother similar charges, provided that the aggregate amount of all such charges shall not exceed$500,000,000; and (iv) certain cash litigation payments constituting Accrued Legal Liabilities (as definedin the 2017 Credit Agreement) provided that the aggregate amount of such Accrued Legal Liabilitiesadded back to Consolidated EBITDA after the closing date of the 2017 Credit Agreement shall not exceed$1,624,000,000.

In connection with the entry into the Revolving Credit Agreement, on 19 December 2018, BostonScientific terminated the 2017 Credit Agreement.

Underwriting Agreement / 2028 Notes

On 22 February 2018, Boston Scientific entered into an underwriting agreement (as supplemented by theterms agreement, also dated 22 February 2018, the Underwriting Agreement) among Boston Scientificand Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc.as representatives of the underwriters named in the Underwriting Agreement (the Underwriters), inconnection with Boston Scientific’s previously announced pricing of $1.0 billion aggregate principalamount of senior notes. Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase$1.0 billion aggregate principal amount of Boston Scientific’s 4.000 per cent. Senior Notes due 2028 (the2028 Notes) under Boston Scientific’s shelf registration statement. The Underwriting Agreement containscustomary representations, warranties and agreements of Boston Scientific and customary conditions toclosing, indemnification rights and obligations of the parties and termination provisions.

On 26 February 2018, Boston Scientific completed the offering of the 2028 Notes under its shelfregistration statement. The net proceeds from the offering of the 2028 Notes, after deducting underwritingdiscounts and estimated offering expenses, were approximately $989 million. Boston Scientific used thenet proceeds from the offering to redeem its 2.650 per cent. notes due October 2018 and to repay shortterm debt and to pay related fees, expenses and premiums.

The 2028 Notes were issued pursuant to an indenture dated as of 29 May 2013 between Boston Scientificand U.S. Bank National Association, as trustee (the Indenture). The Indenture contains covenants thatrestrict Boston Scientific’s ability, with certain exceptions, to: (i) merge or consolidate with another entityor transfer all or substantially all of its property and assets; and (ii) incur liens. These covenants are

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subject to important exceptions and qualifications, as described in the Indenture. The Indenture alsoprovides for customary events of default.

Interest is payable on the 2028 Notes on 1 March and 1 September of each year beginning on 1 September2018 until their maturity date of 1 March 2028. Boston Scientific may redeem the 2028 Notes at any timein whole or from time to time in part, at its option at a price equal to the greater of: (i) 100 per cent. of theprincipal amount of the 2028 Notes redeemed; and (ii) the sum of the remaining scheduled payments ofprincipal and interest on such notes discounted to the date of redemption (excluding interest accrued to thedate of redemption), on a semi-annual basis, at a rate equal to the sum of the Adjusted Treasury Rate (asdefined in the Indenture) plus 20 basis points, plus in each case, accrued and unpaid interest, if any, to butexcluding the redemption date. Subject to certain limitations, in the event of a change of control of BostonScientific, Boston Scientific will be required to make an offer to purchase the 2028 Notes at a price equalto 101 per cent. of the principal amount of the 2028 Notes, plus accrued and unpaid interest to the date ofrepurchase.

2018 Credit Agreement

On 20 August 2018, Boston Scientific entered into a $1.0 billion credit agreement (the 2018 CreditAgreement) by and among Boston Scientific, as Borrower, the several lenders party thereto, Bank ofAmerica, N.A., MUFG Bank, LTD., and Sumitomo Mitsui Banking Corporation, as Syndication Agents,and Wells Fargo Bank, N.A., as Administrative Agent.

The 2018 Credit Agreement provides for a $1.0 billion 364 Day Term Loan (the 2018 Term Loan),maturing on 19 August 2019. The principal amount of the 2018 Term Loan will bear interest at an annualrate of LIBOR plus a margin of 0.65 per cent.. In addition, Boston Scientific will pay an upfront fee andcustomary expenses. The 2018 Term Loan will be used for general corporate purposes includingrepayment of commercial paper.

Boston Scientific may increase the 2018 Term Loan commitments or establish a new term loan creditfacility under the 2018 Credit Agreement in an aggregate principal amount not to exceed $500,000,000upon prior notice to the Administrative Agent and pursuant to procedures established by theAdministrative Agent and acceptable to Boston Scientific.

The 2018 Credit Agreement contains covenants which, among other things, require that Boston Scientificmaintain a maximum leverage ratio of 3.50x. The ratio is calculated based on Consolidated EBITDA, asadjusted pursuant to the 2018 Credit Agreement. The 2018 Credit Agreement contains customary events ofdefault, which may result in the acceleration of any outstanding commitments.

On 19 December 2018, Boston Scientific entered into an amendment (the First Amendment) to the 2018Credit Agreement. Pursuant to the First Amendment, the parties have agreed to: (i) amend the definitionsof “Consolidated Total Debt”, “Maximum Leverage Ratio” and “Qualified Acquisition”; and (ii) add anew defined term for “BTG Acquisition” to be consistent with the Revolving Credit Agreement.

Revolving Credit Agreement

On 19 December 2018, Boston Scientific entered into a $2.750 billion revolving credit agreement (theRevolving Credit Agreement) by and among Boston Scientific, as borrower, the several lenders partythereto, Bank of America, N.A., as syndication agent and Wells Fargo Bank, National Association, asadministrative agent. Boston Scientific may borrow from time to time up to $2.750 billion in revolvingcredit loans under the Revolving Credit Agreement. The Revolving Credit Agreement matures on19 December 2023, with one-year extension options subject to certain conditions, including certain lenderapprovals.

Loans under the Revolving Credit Agreement will bear interest at (a) the Eurocurrency Rate determinedfor the interest period plus the applicable margin based on the credit rating of Boston Scientific for itslong term senior unsecured debt (the Credit Rating) for Eurodollar Loans, (b) ABR plus the applicablemargin based on the Credit Rating for ABR Loans, (c) the Eurocurrency Rate plus the applicable marginbased on the Credit Rating for Multicurrency Loans, and (d) as determined by the lender for CAFAdvances. In addition, Boston Scientific will pay a facility fee based on the Credit Rating and the totalamount of revolving credit commitments (generally irrespective of usage) under the Revolving CreditAgreement. All capitalised terms used in this paragraph not defined shall have the meanings ascribed inthe Revolving Credit Agreement.

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The Revolving Credit Agreement requires that Boston Scientific maintain a maximum leverage ratio of3.75x; provided that for the two consecutive fiscal quarters ended immediately following theconsummation of a Qualified Acquisition (as defined in the Revolving Credit Agreement) (whichincludes the acquisition by Boston Scientific directly or indirectly of all of the issued and to be issuedordinary share capital of BTG and any other transaction for which the consideration exceeds $1.0 billionand for which Boston Scientific notifies the administrative agent that such transaction is a QualifiedAcquisition under the Revolving Credit Agreement), the maximum leverage ratio shall be 4.75x, and shallbe decreased to 4.50x, 4.25x, 4.00x, for the next three fiscal quarter-ends after such two fiscalquarter-ends, respectively, and then to 3.75x for each fiscal quarter-end thereafter. The ratios are calculatedbased on Consolidated EBITDA, as adjusted pursuant to the Revolving Credit Agreement.

The Revolving Credit Agreement contains customary representations and warranties and covenants. TheRevolving Credit Agreement also contains customary events of default, which may result in theacceleration of any outstanding commitments.

7.2 BTG Group material contracts

Save as disclosed below, and save for the offer related arrangements described at paragraph 8 below, nomember of the BTG Group has, during the period beginning on 20 November 2016 and ending on theLatest Practicable Date, entered into any material contract otherwise than in the ordinary course ofbusiness.

The following contracts, not being contracts entered into in the ordinary course of business, have beenentered into by members of the BTG Group in the period beginning on 20 November 2016 and ending onthe Latest Practicable Date.

2017 Revolving Credit Facility

On 7 November 2017, BTG entered into a multicurrency revolving credit facility agreement with, amongothers, a syndicate of lenders and Barclays Bank PLC as agent, which (as amended and restated pursuantto amendment letters dated 14 November 2017, 29 November 2017 and 17 September 2018) provides amulticurrency revolving credit facility of up to £150,000,000 (the Revolving Credit Facility) to BTG. Thetotal commitments which may be drawn under the Revolving Credit Facility may be increased by up to£150,000,000 in accordance with the terms of the Revolving Credit Facility. The proceeds of any loandrawn under the Revolving Credit Facility may be used for the general corporate purposes of BTG and itssubsidiaries. The Revolving Credit Facility bears interest at an annual rate equal to LIBOR or EURIBOR(for loans denominated in Euros) plus a margin of between 0.65 per cent. and 1.30 per cent. per annum,depending on the ratio of consolidated total borrowings of the BTG Group to adjusted consolidatedEBITDA of the BTG Group for the most recently completed 12 month period ending on the last day ofthe financial year or financial half-year. The Revolving Credit Facility terminates on 7 November 2020,subject to an extension option, if exercised, whereby the termination date of the Revolving Credit Facilitycan be further extended by two years. There is a change of control mandatory prepayment event inclause 9.2 (Change of Control) of the Revolving Credit Facility which is triggered if any person or groupof persons acting in concert gains control of BTG. Unless waived by all lender consent pursuant toclause 36.2(xiii) of the Revolving Credit Facility, any individual lender may (within 30 business days ofthe change of control) request repayment and cancellation of its participation in the Revolving CreditFacility on not less than 30 business days’ notice to BTG.

Veran investment

On 12 September 2018, as part of a new focus on advancing the treatment of lung cancer, BTG agreed toinvest in Veran Medical Technologies, Inc (Veran), and received an option to acquire Veran, in each casepursuant to an agreement and plan of merger between Biocompatibles, Inc., Verona Merger Sub Inc.,Veran and Fortis Advisors LLC. Veran is a fast-growing, revenue-generating US medical device companythat makes electromagnetic navigation systems for lung nodule biopsy to aid the early diagnosis andtreatment of lung cancer. This includes the 510(k) approved SPiN and SPiN IR systems.

Under the terms of the relevant agreements, BTG invested $20 million cash in exchange for a convertibleloan note and was granted a call option over the entire share capital of Veran which is exercisable from1 January 2020. Should BTG exercise the option to acquire Veran, a payment of approximately$160 million will be payable up front, with additional payments of up to $120 million in sales basedmilestones which are contingent on certain events occurring, being that if, in the three year period

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commencing 31 December 2020 and expiring on 31 December 2023, earnout revenue exceeds $40 million,a one-time milestone payment of $60 million is payable, and if revenue exceeds $65 million, an additionalone-time milestone payment of $60 million is payable.

8. Offer-related arrangements

8.1 Arrangements between Boston Scientific and BTG

Confidentiality Agreement

On 31 October 2018, Boston Scientific and BTG entered into a confidentiality agreement in relation to theAcquisition, pursuant to which Boston Scientific undertook to keep information related to BTGconfidential and to not disclose it to third parties (other than to permitted persons) unless required by lawor regulation. Unless terminated earlier, the confidentiality obligations will remain in force for five yearsfrom the date of the agreement.

The confidentiality agreement also contains undertakings from Boston Scientific that, for a period of12 months from the date of the confidentiality agreement and subject to customary carve outs, neitherBoston Scientific nor BTG shall employ or seek to employ certain employees of the other.

Second Confidentiality Agreement

Boston Scientific and BTG entered into a second confidentiality agreement, which came into effect on16 January 2019 in relation to the Acquisition, pursuant to which BTG undertook to keep informationrelated to the Boston Scientific Group confidential and to not disclose it to third parties (other than topermitted persons) unless required by law or regulation. Unless terminated earlier, the confidentialityobligations will remain in force for five years from the date of the agreement.

Co-operation Agreement

Boston Scientific, Bidco and BTG have entered into the Co-operation Agreement pursuant to which:

(a) Boston Scientific and Bidco have each agreed to use commercially reasonable efforts to securecertain regulatory clearances and to satisfy certain regulatory conditions as promptly as possiblefollowing the date of the Co-operation Agreement and, in any event, by the Long Stop Date.Commercially reasonable efforts: (i) shall include divestiture of either the Boston Scientific BeadBusiness or the BTG Bead Business, provided that Boston Scientific has up to three monthsfollowing Boston Scientific submitting a filing pursuant to the HSR Act to make the case to the USFederal Trade Commission or US Department of Justice prior to offering such divestiture; and(ii) shall preclude Boston Scientific or Bidco from committing to effect any transaction that would bereasonably likely to preclude or materially impede or prejudice the effectiveness of any applicationfor any such regulatory clearance;

(b) Boston Scientific, Bidco and BTG have each undertaken to, among other things, provide informationand assistance in relation to filings, notifications or submissions to be made in connection withimplementing the Acquisition and obtaining certain regulatory clearances; and

(c) Boston Scientific and Bidco have each undertaken to provide information and assistance inconnection with the preparation of this document and implementation of the Scheme.

The Co-operation Agreement records Bidco’s and BTG’s intention to implement the Acquisition by way ofa Scheme, subject to the ability of Bidco to implement the Acquisition by way of a Takeover Offer in thecircumstances described in the Co-operation Agreement. The parties have agreed that where BTG consentsto Bidco implementing the Acquisition by way of a Takeover Offer, the acceptance condition to theTakeover Offer shall be set at not more than 75 per cent. of the BTG Shares to which the Takeover OfferRelates. The Co-operation Agreement contains provisions in relation to the BTG Share Schemes and to thetreatment of employees as summarised in paragraph 10 of Part One (Letter from the Chairman of BTG).

The Co-operation Agreement will terminate if:

(a) agreed in writing between Boston Scientific, Bidco and BTG;

(b) upon service of written notice from Bidco to BTG if: (i) this document does not contain the BTGRecommendation; (ii) the BTG Board withdraws or adversely modifies or qualifies the BTGRecommendation; (iii) BTG makes an announcement before publication of this document that it willnot convene the Court Meeting or the General Meeting or that it intends not to post this document

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(otherwise than as a result of the Acquisition being implemented by way of a Takeover Offer); or(iv) a competing transaction is announced and such competing transaction is recommended by theBTG Board;

(c) upon service of written notice from Bidco to BTG or BTG to Bidco, the Effective Date has notoccurred on or prior to the Long Stop Date; or

(d) a competing transaction completes, becomes effective or unconditional in all respects; or

(e) any Condition has been invoked, with the consent of the Panel, and the Scheme has been withdrawn,or if the Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer lapses.

Co-operation Amendment Agreement

On 11 December 2018, Boston Scientific, Bidco and BTG entered into an amendment to the Co-operationAgreement pursuant to which Boston Scientific, Bidco and BTG agreed to extend the date by whichcertain regulatory filings must be made in Spain, Germany and other relevant jurisdictions.

8.2 Employee and director incentivisation

Ordinary Course Employment Matters and changes to Terms and Conditions

Before the Effective Date BTG is entitled to continue with any remuneration review, bonus arrangementsand promotion processes, provided that these are in the ordinary course and in line with historic practice.

Except as otherwise provided in the paragraph headed “Severance and contractual arrangements” below,in the 12 months following the Effective Date, Boston Scientific and Bidco will provide each BTG Groupemployee (as at the Effective Date) with terms and conditions of employment that are no less favourable,in the aggregate, to the terms and conditions of employment relating to remuneration, bonus, pensionbenefits, healthcare or other insured benefits, severance (including notice periods) and other benefitsprovided to such employee immediately before the Effective Date.

Retention Bonuses and Bonuses for the financial year ending 31 March 2019

BTG may make retention bonuses in excess of usual awards up to an aggregate amount of £18 million toBTG Group employees that it considers critical to completing the Acquisition or the ongoing continuity ofthe business before the Effective Date. Any bonuses awarded are conditional on the Scheme becomingEffective and the relevant employee either remaining in employment for three months from the EffectiveDate or being terminated by the employee for Good Reason following the Effective Date, or withoutCause by BTG (or the relevant employing entity in the BTG Group or, following the Effective Date, theBoston Scientific Group) or as a result of death, long term illness or disability. Bonuses awarded for thefinancial year ended 31 March 2019 may also be determined to vest in full on or before the Effective Dateif the Effective Date occurs before the normal date for payment of such bonuses.

Severance and contractual arrangements

For a period of 12 months from the Effective Date, Synergy Good Leavers will continue to benefit fromterms relating to redundancy and severance which applied as at 20 November 2018 (for example byreference to the existing redundancy policy and practice used by BTG in the relevant jurisdiction at thatdate). In circumstances where the employment of a BTG employee who is a Synergy Good Leaver isterminated in the 12 months following the Effective Date, Boston Scientific and Bidco have each agreedthat the minimum total severance payment (including payment in lieu of any applicable notice period) thatsuch employee shall receive (where the performance of the employee is not the reason for the termination)shall be 10 weeks’ pay (for employees in BTG’s General employee category) or 14 weeks’ pay (foremployees in BTG’s Executive, Management, Professional and Sales categories). Accordingly, to theextent that the minimum total severance payment (including payment in lieu of any applicable noticeperiod) with respect to any BTG employee exceeds his/her current entitlement or eligibility to a severancepayment under any existing BTG policy, the severance payment payable to such BTG employee will beincreased in order to provide the employee with the applicable minimum total severance payment. Suchemployees shall not be required to serve any notice period and such employees shall continue to receivethe same healthcare benefits as applied immediately before the termination of employment for the durationof what would have otherwise been his notice period under his contract of employment as at 20 November2018. All payments in respect of severance or payment in lieu of notice payable to such BTG employee

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shall be paid in a single lump sum on the date on which such employee’s employment terminates, and willnot be reduced by reason of accelerated receipt or to take account of any duty to mitigate.

Notification of ongoing employment

Boston Scientific and Bidco have agreed that they will, as soon as reasonably practicable following theEffective Date (and subject to consultation with employee representatives as required by applicable locallaw), notify all BTG employees whether or not a permanent role has been identified for them followingthe Effective Date.

Director incentivisation

As part of the employee retention bonuses described above, BTG has provided Mr Duncan Kennedy (CFOof BTG) with a retention award. Mr Kennedy will be entitled to receive a retention payment if maderedundant or leaving for a Good Reason. As provided for other BTG employees, Mr Kennedy shall not berequired to serve any of his notice period, will receive his severance amount as a lump sum and not besubject to any duty to mitigate. In aggregate, the entitlements arising under this arrangement will notexceed £780,000.

Following completion of the Acquisition, Boston Scientific has confirmed that it expects to put in placeincentivisation arrangements for the benefit of the management and certain other employees of BTG, butno discussions have taken place thus far between Boston Scientific and BTG or its employees in relationto the terms of those arrangements.

9. Undertakings

9.1 Director Shareholder Irrevocable Undertakings

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at theCourt Meeting and the Resolution at the General Meeting (or in the event that the Acquisition isimplemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer)from the following BTG Directors in respect of their own beneficial holdings totalling969,745 BTG Shares, representing in aggregate approximately 0.3 per cent. of the ordinary sharecapital of BTG in issue a close of business on the Latest Practicable Date:

Name

Number of BTG Sharesin respect of whichundertaking is given

Percentage of BTG’sissued share capital

Garry Watts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 0.0Dame Louise Makin . . . . . . . . . . . . . . . . . . . . . . . . . . 889,011 0.2Duncan Kennedy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,234 0.0Anne Thorburn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 0.0Richard Wohanka . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,500 0.0Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 969,745 0.3

These irrevocable undertakings will cease to be binding if:

(a) this document or the Offer Document (as the case may be) has not been published within 28 daysafter the date of the Announcement (or such later date as Bidco and BTG may agree and the Panelmay allow);

(b) on the earlier of (i) the Long Stop Date; and (ii) the date on which the Acquisition, lapses, iswithdrawn or otherwise terminates in accordance with its terms;

(c) Bidco publicly announces, with the consent of any relevant authority (if required) and before thisdocument or Offer Document is posted, that it does not intend to proceed with the Acquisition;

(d) the Acquisition is implemented by way of a Scheme, the Scheme or any resolution proposed which isrequired to implement the Scheme is not approved by the requisite majority of BTG Shareholders atthe General Meeting or the Court Meeting; or

(e) any competing offer for the issued and to be issued ordinary share capital of BTG is declaredunconditional in all respects (if implemented by way of a Takeover Offer) or otherwise becomeseffective (if implemented by way of a scheme of arrangement).

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Each irrevocable undertaking given by a BTG Director will prevent that BTG Director from: (i) exercisingany right of withdrawal of any acceptance of the Acquisition where such a right is otherwise exercisableunder the Code; or (ii) subject to customary exceptions for income tax and social security contributions,otherwise selling all or any part of their respective BTG Shares into the market.

9.2 Shareholder irrevocable undertakings

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at theCourt Meeting and the Resolution at the General Meeting (or in the event that the Acquisition isimplemented by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer)from the following BTG Shareholders in respect of their own beneficial holdings totalling 127,062,586BTG Shares, representing in aggregate approximately 32.8 per cent. of the ordinary share capital of BTGin issue at close of business on the Latest Practicable Date.

At the time of the Announcement, Woodford Investment Management Limited (Woodford) gave Bidco anirrevocable undertaking in respect of 21,253,256 BTG Shares (the Woodford Irrevocable).Paragraph 2.2(c) of the Woodford Irrevocable permitted Woodford, subject to certain restrictions, tosell, or procure the sale of, the shares subject to the Woodford Irrevocable provided that any person towhom such shares were transferred executed, and delivered an irrevocable undertaking in favour of Bidcoon the same or substantially similar terms to the Woodford Irrevocable. In a series of announcements sincethe Announcement, Boston Scientific and Bidco have announced that, in accordance withparagraph 2.2(c) of the Woodford Irrevocable, Woodford has sold 600,000 BTG Shares to ACP,400,000 BTG Shares to ACM, 16,200,000 BTG Shares to Sand Grove, 3,000,000 BTG Shares toArrowgrass, 526,628 BTG Shares to Tavira and 526,628 BTG Shares to Melqart, each of which buyershas entered into an irrevocable undertaking in favour of Bidco. The terms of these irrevocableundertakings are described in more detail below.

Name

Number of BTG Sharesin respect of whichundertaking is given

Percentage of BTG’sissued share capital

Invesco Asset Management Limited . . . . . . . . . . . . . . . . 61,635,838 15.9Novo Holdings A/S . . . . . . . . . . . . . . . . . . . . . . . . . . 44,173,492 11.4Sand Grove Capital Management LLP . . . . . . . . . . . . . . 16,200,000 4.2Anavio Capital Partners LLP . . . . . . . . . . . . . . . . . . . . 600,000 0.2Anavio Capital Master Fund Limited . . . . . . . . . . . . . . . 400,000 0.1Arrowgrass Master Fund Ltd . . . . . . . . . . . . . . . . . . . . 3,000,000 0.8Tavira Securities Ltd . . . . . . . . . . . . . . . . . . . . . . . . . 526,628 0.1Melqart Asset Management (UK) Ltd . . . . . . . . . . . . . . . 526,628 0.1Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,062,586 32.8

9.2.1 Invesco Asset Management Limited

The irrevocable undertaking from Invesco Asset Management Limited will cease to be binding if:

(a) this document or the Offer Document (as the case may be) has not been published within 28 daysafter the date of the Announcement (or such later date as Bidco, with the consent of the Panel,determines);

(b) the Acquisition, if made, lapses or is withdrawn as the case may be, or, if applicable, the Schemedoes not become effective in accordance with its terms; or

(c) any third party announces a firm intention to make an offer for all BTG Shares (not already owned bysuch third party), which provides for an amount or value of consideration of not less than 10 per cent.greater than the amount or value of consideration offered under the Acquisition as at 5 p.m. on thelast dealing day prior to the date of such announcement (a Superior Proposal), and Bidco does not,within five business days of the date of the announcement of the Superior Proposal, revise theAcquisition such that the cash consideration offered under the Acquisition equals or exceeds theamount or value of consideration offered under the Superior Proposal as at 5 p.m. on the last dealingday prior to the date of any such revision.

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9.2.2 Novo Holdings A/S

The irrevocable undertaking from Novo Holdings A/S will cease to be binding if:

(a) this document or the Offer Document (as the case may be) has not been published within 28 daysafter the date of the Announcement (or such later date as Bidco, with the consent of the Panel,determines);

(b) the Scheme or an Offer announced in implementation of the Acquisition has not become Effectiveprior to the date first set as the Long Stop Date;

(c) the Acquisition, if made, lapses or is withdrawn; or

(d) any third party announces a firm intention to make an offer for all BTG Shares (not already owned bysuch third party), which provides for an amount or value of consideration of not less than 10 per cent.greater than the Cash Consideration.

The irrevocable undertakings given by Invesco Asset Management Limited and Novo Holdings A/S willprevent each of them from: (i) exercising any right of withdrawal of any acceptance of the Acquisitionwhere such a right is otherwise exercisable under the Code; or (ii) otherwise selling all or any part of theirrespective BTG Shares into the market.

9.2.3 ACP, ACM, Sand Grove, Arrowgrass, Tavira and Melqart

The irrevocable undertakings from ACP, ACM, Sand Grove, Arrowgrass, Tavira and Melqart will cease tobe binding if:

(a) this document or the Offer Document (as the case may be) has not been published within 28 daysafter the date of the Announcement (or such later date as Bidco, with consent of the Panel,determines);

(b) the Scheme or an Offer announced in implementation of the Acquisition has not become Effectiveprior to the date first set as the Long Stop Date;

(c) the Acquisition, if made, lapses or is withdrawn as the case may be, or, if applicable, the Schemedoes not become Effective in accordance with its terms; or

(d) any third party announces a firm intention to make a Superior Proposal, and Bidco does not, withinfive business days of the date of the announcement of the Superior Proposal, revise the Acquisitionsuch that the cash consideration offered under the Acquisition equals or exceeds the amount or valueof consideration offered under the Superior Proposal.

Each of the irrevocable undertakings given by ACP, ACM, Sand Grove, Arrowgrass, Tavira and Melqartwill prevent it from: (i) exercising any right of withdrawal of any acceptance of the Acquisition wheresuch a right is otherwise exercisable under the Code; or (ii) other than to the extent required by law,otherwise selling the number of shares in respect of which the irrevocable undertaking is given into themarket.

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10. Offer-related fees and expenses

10.1 Boston Scientific Group fees and expenses

The aggregate fees and expenses expected to be incurred by the Boston Scientific Group in connectionwith the Acquisition (excluding any applicable VAT) are expected to be approximately:

Category Amount

Financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £26,350,000Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . £9,350,000 - £12,500,000Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £3,500,000 - £8,350,000Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £150,000Other professional services (including, for example, managementconsultants, actuaries and specialist valuers) . . . . . . . . . . . . . . . . . . £400,000

Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £150,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £39,900,000 - £47,900,000

Footnotes:

(i) Certain fees payable to financial advisers are contingent on whether the Acquisition becomes Effective and whetherdiscretionary fees are paid.

(ii) Legal advice is charged based on hourly rates of legal advisers and this estimate is based on the time charged by legaladvisers up to the Latest Practicable Date and an estimate of time required up to the Effective Date (such estimate isuncertain and depends on a number of factors).

(iii) Certain figures have been converted from USD to pounds sterling using an exchange rate of 1.2952:1, which was derivedfrom Bloomberg as at 7.44 p.m. (Eastern Standard Time) on the Latest Practicable Date.

10.2 BTG fees and expenses

The aggregate fees and expenses expected to be incurred by BTG in connection with the Acquisition(excluding any applicable VAT) are expected to be approximately:

Category Amount

Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £36,700,000Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 3,500,000Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 300,000Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 400,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £40,900,000

11. Financing arrangements relating to Bidco

The Cash Consideration payable by Bidco pursuant to the Acquisition will be funded partially from new bankfacilities and partially from Boston Scientific’s existing cash resources.

11.1 Bridge Credit Agreement

In connection with the Acquisition, Boston Scientific entered into a senior unsecured bridge creditagreement dated 20 November 2018 with Barclays Bank PLC as administrative agent and as sole leadarranger and sole bookrunner and Barclays Bank PLC as initial lender (the Bridge Credit Agreement),which provides for a bridge loan facility (the Bridge Facility) in an aggregate principal amount of up to£3.315 billion consisting of two facility tranches: (i) a debt bridge loan credit facility (the Debt BridgeFacility) in an aggregate principal amount of £3.115 billion; and (ii) a cash bridge loan credit facility (theCash Bridge Facility) in an aggregate principal amount of £200 million (together, the Bridge Loans).

The Bridge Loans bear interest at a rate of LIBOR plus a margin ranging from 0.875 per cent. to 1.625 percent. determined based on Boston Scientific’s public debt rating. With respect to the Debt Bridge Facility,such margin increases by 0.25 per cent. on the date that is 90 days following the closing date and by anadditional 0.25 per cent. at the end of each 90-day period thereafter.

Under the terms of the Bridge Credit Agreement, a duration fee is payable with respect to the Debt BridgeFacility on each date set forth below in an amount equal to the product of: (i) the aggregate outstanding

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principal amount of loans under, and undrawn commitments in respect of, the Debt Bridge Facility; and(ii) the percentage set forth below:

Duration Fees

90 days after the closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.500%180 days after the closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.750%270 days after the closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.000%

Under the terms of the Bridge Credit Agreement, a ticking fee is payable on the average daily unused termcommitments under the Bridge Facility, commencing on the date that is 60 days after the effective date ofthe Bridge Credit Agreement to the date on which such term commitments terminate in full. The tickingfee will accrue and be calculated at a rate ranging from 0.080 per cent. to 0.225 per cent based on BostonScientific’s public debt rating.

The Bridge Facility may be voluntarily prepaid or cancelled by Boston Scientific without penalty orpremium. The Bridge Credit Agreement requires the mandatory prepayment of the Bridge Loanswith: (i) the net cash proceeds of certain equity issuances, certain debt issuances and certain asset sales;and (ii) cash and cash equivalents that are permitted to be paid or distributed by BTG to Boston Scientificfor prepayment.

The Bridge Credit Agreement contains a financial covenant requiring Boston Scientific to maintain a ratioof consolidated total debt to consolidated EBITDA of 3.75x, with a step-up to 4.75x following theconsummation of certain acquisition transactions, including the acquisition of BTG, and with such step-upgradually decreasing back to 3.75x.

The Bridge Credit Agreement also contains certain customary representations and warranties, affirmativeand negative covenants and events of default.

The Debt Bridge Facility matures on the date that is 364 days after the first borrowing date. The CashBridge Facility matures on the date that is 90 days after the first borrowing date.

Following the entry into the Term Loan Credit Agreement, the commitments outstanding under the DebtBridge Facility were reduced from £3.115 billion to £1,545,738,991.80.

11.2 Fee and Syndication Letter

Boston Scientific entered into a fee and syndication letter dated 20 November 2018 with BarclaysBank PLC (the Fee and Syndication Letter), pursuant to which Boston Scientific agreed to pay thefollowing fees:

(a) a structuring fee, solely for the account of Barclays Bank PLC as lead arranger (the Lead Arranger),equal to: (i) 0.20 per cent. of the total commitments in respect of the Debt Bridge Facility on20 November 2018; and (ii) if the Bridge Facility is not refinanced by a permanent financing on thedate that is 60 days after 20 November 2018, 0.05 per cent. of the total commitments in respect of theDebt Bridge Facility;

(b) a structuring fee, solely for the account of the Lead Arranger, equal to 0.10 per cent. of the totalcommitments in respect of the Cash Bridge Facility on 20 November 2018;

(c) upfront fees, solely for the account of the lenders, as applicable, equal to 0.25 per cent. of thelender’s total commitments in respect of the Debt Bridge Facility on 20 November 2018;

(d) upfront fees, solely for the account of the lenders, as applicable, equal to 0.10 per cent. of thelender’s total commitments in respect of the Cash Bridge Facility on 20 November 2018;

(e) a funding fee, for the account of the lenders, equal to 0.50 per cent. of the aggregate principal amountof loans made by the lenders under the Debt Bridge Facility on the closing date or such later fundingdate;

(f) a funding fee, for the account of the lenders, equal to 0.50 per cent. of the aggregate principal amountof loans made by the lenders under the Cash Bridge Facility on the closing date or such later fundingdate and remaining outstanding on the date that is 30 days after the closing date or such later fundingdate; and

(g) an annual administration fee to Barclays Bank PLC as administrative agent in an amount equal to$20,000 per year.

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11.3 Term Loan Credit Agreement

To partially finance the Acquisition, Boston Scientific entered into a senior unsecured term loan creditagreement dated 19 December 2018 with Barclays Bank PLC as administrative agent and the lenders partythereto (the Term Loan Credit Agreement), which provides for a delayed-draw term loan facility (theTerm Loan Facility) in an aggregate principal amount of $2 billion consisting of a two-year delayed-drawterm loan credit facility in a principal amount of $1 billion (Tranche 1) and a three-year delayed-drawterm loan credit facility in a principal amount of $1 billion (Tranche 2), in each case, available inU.S. Dollars (together, the Term Loans).

As a result of the entry into of the Term Loan Credit Agreement and certain incremental hedgingtransactions, the commitments outstanding under the Debt Bridge Facility of the Bridge Credit Agreementwere reduced from £3.115 billion to £1,545,738,991.80.

Loans under Tranche 1 bear interest at a rate of LIBOR plus a margin ranging from 0.750 per cent. to1.500 per cent. and loans under Tranche 2 bear interest at a rate of LIBOR plus a margin ranging from0.875 per cent. to 1.625 per cent., in each case determined based on Boston Scientific’s public debt rating.

Under the terms of the Term Loan Credit Agreement, a ticking fee is payable on the average daily unusedterm commitments under the Term Loan Facility, commencing on the date that is 60 days after theeffective date of the Term Loan Credit Agreement to the date on which such term commitments terminatein full. The ticking fee will accrue and be calculated at a rate ranging from 0.080 per cent. to 0.225 percent determined based on Boston Scientific’s public debt rating.

The Term Loan Facility may be voluntarily prepaid or cancelled by Boston Scientific without penalty orpremium. The Term Loan Credit Agreement contains no mandatory prepayment provision.

The Term Loan Credit Agreement contains a financial covenant requiring Boston Scientific to maintain aratio of consolidated total debt to consolidated EBITDA of 3.75x, with a step-up to 4.75x following theconsummation of certain acquisition transactions, including the acquisition of BTG, and with such step-upgradually decreasing back to 3.75x.

The Term Loan Credit Agreement also contains certain customary representations and warranties,affirmative and negative covenants and events of default.

Loans made under Tranche 1 will mature on the date that is two years from the closing date of the TermLoan Credit Agreement. Loans made under Tranche 2 will mature on the date that is three years from theclosing date of the Term Loan Credit Agreement.

11.4 Administrative Agent Fee Letter

Boston Scientific entered into an administrative agent fee letter dated 19 December 2018 with BarclaysBank PLC (the Administrative Agent Fee Letter), pursuant to which Boston Scientific agreed to pay anannual administration fee to Barclays Bank PLC, as administrative agent under the Term Loan CreditAgreement, in an amount equal to $20,000 per year, on the closing date of the Term Loan CreditAgreement and each anniversary thereof to the extent any loans or commitments under the Term LoanCredit Agreement are outstanding on such anniversary.

11.5 Master Assignment and Assumption

Barclays Bank PLC, as assignor (the Assignor), and the Bank of America, N.A., Citibank, N.A., DeutscheBank AG Cayman Islands Branch, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Wells FargoBank, National Association, The Bank of Nova Scotia, BNP Paribas, DNB Capital LLC, Intesa SanpaoloS.p.A., New York Branch, MUFG Bank, Ltd., Royal Bank of Canada, Societe Generale, StandardChartered Bank, The Toronto-Dominion Bank, New York Branch and U.S. Bank National Association (theAssignees) entered into a master assignment and assumption (the Master Assignment and Assumption)dated 21 December 2018 and consented to by Barclays Bank PLC, as administrative agent, and BostonScientific, as borrower.

Pursuant to the Master Assignment and Assumption the Assignor sold and assigned to each Assignee andeach Assignee purchased and assumed from the Assignor certain of the Assignor’s rights and obligationsin its capacity as a lender under the Bridge Credit Agreement.

Pursuant to the Master Assignment and Assumption Goldman Sachs Bank USA and JPMorgan ChaseBank, N.A., affiliates of Goldman Sachs and J.P. Morgan Cazenove respectively (entities which are each

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providing banking and financial advisory services to BTG in respect of the Acquisition) have eachparticipated in the Bridge Credit Facility taking 8.25% in Tranche 1 and 8.25% in Tranche 2, resulting inan aggregate take of 8.25% each.

12. Ratings

No ratings agency has publicly accorded Bidco with any current credit rating or outlook.

Prior to the Offer Period, Boston Scientific had been assigned a rating of Baa2 (long term rating) and P-2(short term rating) by Moody’s; BBB- (issuer credit rating and senior unsecured debt rating) and A-3(commercial paper) by Standard & Poor’s; and BBB (long term issuer default rating and existing seniorunsecured debt ratings) and F2 (short term ratings) by Fitch Ratings.

Since the Offer Period began, Moody’s has affirmed Boston Scientific’s Baa2 and P-2 rating, and kept itsoutlook as stable. Standard & Poor’s has also affirmed Boston Scientific’s BBB- rating and kept itsoutlook as positive. Fitch Ratings has also affirmed Boston Scientific’s BBB rating and kept its outlook asstable.

No ratings agency has publicly accorded BTG with any current credit rating or outlook.

13. Cash confirmation

Barclays in its capacity as financial adviser to Bidco and Boston Scientific, is satisfied that resourcesavailable to Bidco are sufficient to satisfy, in full, the Cash Consideration payable to BTG Shareholdersunder the terms of the Acquisition.

14. Persons acting in concert

14.1 In addition to the Boston Scientific Group, the Boston Scientific Directors and the Bidco Directors, thepersons who, for the purposes of the Code, are acting in concert with Boston Scientific are:

Name Registered Office Relationship with Boston Scientific

Barclays Bank PLC . . . . . . . . . . . . 1 Churchill Place,London E14 5HP

Financial adviser

14.2 In addition to the Wider BTG Group, the BTG Directors, the persons who, for the purposes of the Code,are acting in concert with BTG are:

Name Registered Office Relationship with BTG

Goldman Sachs International . . . . . . . Peterborough Court,133 Fleet Street,London, EC4A 2BB

Financial adviser

J. P. Morgan Securities plc . . . . . . . . 25 Bank Street,Canary Wharf,London, E14 5JP

Corporate broker and financialadviser

N M Rothschild & Sons Limited . . . . New Court,St Swithin’s Lane,London, EC4N 8AL

Financial adviser

Deutsche Bank AG London . . . . . . . Winchester House,London,1 Greater Winchester Street,London, EC2N 2DB

Corporate broker

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15. Boston Scientific stockholders

Boston Scientific has five stockholders who owned more than five per cent. of the shares of commonstock outstanding of Boston Scientific as at the Latest Practicable Date and therefore a potential indirectinterest of five per cent. or more in BTG immediately following the Effective Date:

Substantial stockholders in Boston Scientific

Number ofBoston Scientific

sharesbeneficiallyowned

Percentageof sharesoutstandingof BostonScientific

Blackrock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,781,688 7.1%Capital World Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,843,898 7.3%FMR LLC / Abigail P. Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,515,743 11.4%The Vanguard Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,679,975 7.0%Wellington Management Group LLP, Wellington Group Holdings LLP andWellington Investment Advisors Holdings LLPc/o Wellington Management Company LLP . . . . . . . . . . . . . . . . . . 73,819,425 5.4%

16. No significant change

Save to the extent disclosed in this document, there has been no significant change in the financial ortrading position of BTG since 30 September 2018, being the date to which interim results for the sixmonth period ended 30 September 2018 were prepared.

17. Consent

17.1 Goldman Sachs has given and not withdrawn its written consent to the issue of this document with theinclusion of references to its name in the form and context in which they are included.

17.2 Rothschild & Co has given and not withdrawn its written consent to the issue of this document with theinclusion of references to its name in the form and context in which they are included.

17.3 J.P. Morgan Cazenove has given and not withdrawn its written consent to the issue of this document withthe inclusion of references to its name in the form and context in which they are included.

17.4 Barclays has given and not withdrawn its written consent to the issue of this document with the inclusionof references to its name in the form and context in which they are included.

18. Documents published on a website

Copies of the following documents are available for view on BTG’s website at www.btgplc.com/ and BostonScientific’s website at www.bostonscientific.com/en-US/Home.html (subject to, in each case, any applicablerestrictions relating to persons resident in Restricted Jurisdictions) up to and including the Effective Date or thedate the Scheme lapses or is withdrawn, whichever is earlier:

(A) the undertakings referred to in paragraph 9;

(B) the documents relating to the financing of the Acquisition referred to in paragraph 11 and the offer-relatedarrangements referred to in sub-paragraph 8.1, being the material contracts which have been entered intoin connection with the Acquisition;

(C) the written consents referred to in paragraph 17;

(D) the Announcement;

(E) this document and the Forms of Proxy;

(F) Bidco’s articles of association;

(G) Boston Scientific’s constitutional documents;

(H) BTG’s articles of association; and

(I) BTG’s articles of association as proposed to be amended by special resolution.

Neither the contents of BTG’s or Boston Scientific’s website, nor those of any other website accessible fromhyperlinks on BTG’s or Boston Scientific’s website, are incorporated into or form part of this document.

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19. Sources of information and bases of calculation

19.1 As at close of business on the Latest Practicable Date, BTG had in issue 387,207,191 ordinary shares of10 pence each. The International Securities Identification Number for the BTG Shares is GB0001001592.

19.2 The value attributed to BTG’s existing issued and to be issued ordinary share capital by the Acquisition isbased on the 387,207,191 BTG Shares in issue as at the close of business on the Latest Practicable Date,and an additional 7,051,049 BTG Shares that may be issued on or after the date of the Announcement tosatisfy the vesting of awards and the exercise of options granted under the BTG Share Plans.

19.3 All percentages of BTG’s issued share capital are stated as at close of business on the Latest PracticableDate, and are based on the 387,207,191 BTG Shares in issue as at the close of business on the LatestPracticable Date.

19.4 Unless otherwise stated, the financial information relating to BTG is extracted from the auditedconsolidated financial statements of BTG for the financial year ended 31 March 2018, and BTG’s resultsfor the six month period ended 30 September 2018, prepared in accordance with IFRS.

19.5 The market prices (and the Closing Price) of BTG Shares are the reported closing price as quoted on theLondon Stock Exchange for the relevant date(s). The 90 trading day volume weighted average closingprices of BTG Shares have been derived from data provided by Bloomberg the Latest Practicable Date.

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PART NINEDEFINITIONS

ACM . . . . . . . . . . . . . . . . . . . . Anavio Capital Master Fund Limited;

ACP . . . . . . . . . . . . . . . . . . . . Anavio Capital Partners LLP acting in its capacity as InvestmentManager of Anavio Capital Event Driven UCITS Fund;

Acquisition . . . . . . . . . . . . . . . . the recommended cash acquisition by Bidco of the entire issued and tobe issued ordinary share capital of BTG to be effected by means ofthe Scheme (and, where the context admits, any subsequent revision,variation, extension or renewal of the Scheme) or by the TakeoverOffer under certain circumstances described in this document;

Adjusted Operating Profit . . . . . . IFRS operating profit excluding the impact of certain adjustments,which have been separately outlined in Part Seven (BTG ProductsBusiness Profit Forecast) of this document;

Adjusted SG&A and R&D costs . . IFRS selling, general and administrative and research anddevelopment expenses excluding the impact of certain adjustments,which have been separately outlined in Part Seven (BTG ProductsBusiness Profit Forecast) of this document;

Administrative Agent Fee Letter . . has the meaning given to it in paragraph 11.4 of Part Eight of thisdocument;

ADR Holders . . . . . . . . . . . . . . the holders of BTG ADRs;

Announcement . . . . . . . . . . . . . . the announcement of a firm intention to make an offer for the entireissued and to be issued share capital of BTG pursuant to Rule 2.7 ofthe Code made by Bidco on 20 November 2018;

Arrowgrass . . . . . . . . . . . . . . . . Arrowgrass Master Fund Ltd;

Authorisations . . . . . . . . . . . . . . regulatory authorisations, orders, recognitions, grants, consents,clearances, confirmations, certificates, licences, permissions orapprovals;

Barclays . . . . . . . . . . . . . . . . . . Barclays Bank PLC, acting through its investment bank;

Bidco . . . . . . . . . . . . . . . . . . . . Bravo Bidco Limited, a company incorporated in England and Waleswith registered number 11682272;

Bidco Directors . . . . . . . . . . . . . the persons whose names are set out in paragraph 2.3 of Part Eight(Additional Information on BTG, Boston Scientific and Bidco) of thisdocument or, where the context so requires, the directors of Bidcofrom time to time;

Boston Scientific . . . . . . . . . . . . Boston Scientific Corporation, a company incorporated in Delawarewith its registered office at 300 Boston Scientific Way, Marlborough,Massachusetts 01752-1234;

Boston Scientific Bead Business . . Boston Scientific’s global beads and flakes/particles business operatedunder the brands Embozene™, Embozene TANDEM™, Oncozene™,and Contour™ (and the various SKUs thereof);

Boston Scientific Directors . . . . . . persons whose names are set out in paragraph 2.2 of Part Eight(Additional Information on BTG, Boston Scientific and Bidco) of thisdocument or, where the context so requires, the directors of BostonScientific from time to time;

Boston Scientific Group . . . . . . . Boston Scientific and its direct and indirect subsidiaries from time totime (including Bidco);

Board . . . . . . . . . . . . . . . . . . . . as the context requires, the board of directors of BTG or the board ofdirectors of Boston Scientific and the terms BTG Board and BostonScientific Board shall be construed accordingly;

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Bridge Credit Agreement . . . . . . has the meaning given to it in paragraph 11.1 of Part Eight of thisdocument;

BTG . . . . . . . . . . . . . . . . . . . . BTG plc, a company incorporated in England and Wales withregistered number 02670500;

BTG ADRs . . . . . . . . . . . . . . . . the American Depositary Receipts trading with CUSIP 05581D107and ticker symbol BTG YY and ISIN US05581D1072;

BTG Bead Business . . . . . . . . . . BTG’s global beads and flakes/particles business operated under thebrands DC Bead®, DC Bead LUMI™, Bead Block®, LC Bead®, andLC Bead LUMI™ (and the various SKUs thereof) (but does notinclude any radioembolization or Y90 product, e.g. Therasphere);

BTG Directors . . . . . . . . . . . . . . the persons whose names are set out in paragraph 2.1 of Part Eight(Additional Information on BTG, Boston Scientific and Bidco) of thisdocument or, where the context so requires, the directors of BTG fromtime to time;

BTG Group . . . . . . . . . . . . . . . BTG and its subsidiaries and subsidiary undertakings from time totime (unless otherwise stated);

BTG Products Business ProfitForecast . . . . . . . . . . . . . . . . the BTG products business profit forecast included in Part Seven

(BTG Products Business Profit Forecast) of this document;

BTG Recommendation . . . . . . . . the unanimous recommendation of the BTG Directors thatBTG Shareholders vote (or procure the voting) in favour of theScheme at the Court Meeting and the Resolution at the GeneralMeeting (or, in the event that the Acquisition is implemented by wayof a Takeover Offer, to accept or procure acceptance of the TakeoverOffer);

BTG Share Plans . . . . . . . . . . . . the BTG Performance Share Plan 2016, the BTG Senior ManagementPerformance Share Plan 2012, the BTG Executive Share Option Plan2009, the BTG Sharesave Plan 2009, the BTG USA Stock PurchasePlan 2009 and the BTG Deferred Share Bonus Plan 2006;

BTG Shareholders . . . . . . . . . . . the holders of BTG Shares from time to time;

BTG Shares . . . . . . . . . . . . . . . the ordinary shares of 10 pence each in the capital of BTG, withISIN GB0001001592;

business day . . . . . . . . . . . . . . . any day (other than a Saturday, Sunday or public or bank holidays inthe UK) on which clearing banks in London are generally open fornormal business;

Cash Consideration . . . . . . . . . . the cash amount of 840 pence payable by Bidco under the Acquisitionin respect of each Scheme Share;

Cause . . . . . . . . . . . . . . . . . . . . any reason (whether under the terms of any applicable employmentcontract, terms and conditions of employment and/or applicable law)which entitles the employing entity to terminate the employment of anemployee immediately without notice or further compensation (otherthan in respect of salary, benefits and vacation accrued to the date oftermination), including but not limited to for reasons of grossmisconduct;

certificated or in certificatedform . . . . . . . . . . . . . . . . . . . in relation to a Scheme Share, one which is not in uncertificated form

(that is, not in CREST);

Closing Price . . . . . . . . . . . . . . . the closing middle market quotation of a BTG Share on a particulardealing day as derived from the Daily Official List;

CMA . . . . . . . . . . . . . . . . . . . . the UK Competition and Markets Authority (or any successor body orbodies carrying out the same functions in the UK from time to time);

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CMA Phase 2 Reference . . . . . . . a reference pursuant to sections 22, 33, 45 or 62 of the EnterpriseAct 2002 (as amended) of the Acquisition to the chair of the CMA forthe constitution of a group under Schedule 4 to the Enterprise andRegulatory Reform Act 2013;

Code . . . . . . . . . . . . . . . . . . . . the City Code on Takeovers and Mergers issued from time to time bythe Panel;

Combined Group . . . . . . . . . . . . the enlarged Boston Scientific Group following completion of theAcquisition comprising the BTG Group and the Boston ScientificGroup;

Companies Act . . . . . . . . . . . . . the Companies Act 2006, as amended;

Conditions . . . . . . . . . . . . . . . . the conditions of the Acquisition, as set out in Part Three (Conditionsand further terms to the Implementation of the Scheme and to theAcquisition) of this document or, if applicable, the Takeover OfferDocument and Condition means any of them;

Confidentiality Agreement . . . . . . the confidentiality agreement entered into between BTG and BostonScientific on 31 October 2018;

Co-operation Agreement . . . . . . . the Co-operation Agreement between BTG, Boston Scientific andBidco dated 20 November 2018 (as amended);

Court . . . . . . . . . . . . . . . . . . . . the High Court of Justice in England and Wales;

Court Hearing . . . . . . . . . . . . . . the hearing at which the Court sanctions the Scheme undersection 899 of the Companies Act;

Court Meeting . . . . . . . . . . . . . . the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened pursuant to an order of the Court pursuant tosection 896 of the Companies Act for the purpose of considering and,if thought fit, approving (with or without modification as approved bythe Court and agreed by Bidco and BTG) the Scheme;

Court Order . . . . . . . . . . . . . . . the order of the Court sanctioning the Scheme under section 899 ofthe Companies Act;

CREST . . . . . . . . . . . . . . . . . . the relevant system (as defined in the Uncertificated SecuritiesRegulations 2001 (SI 2001/3755)) in respect of which Euroclear is theOperator (as defined in such Regulations) for the paperless settlementof trades in securities and the holding of uncertificated securities;

CREST Manual . . . . . . . . . . . . . the CREST manual referred to in agreements entered into byEuroclear;

Daily Official List . . . . . . . . . . . the Daily Official List of the London Stock Exchange;

dealing day . . . . . . . . . . . . . . . . a day on which dealing in domestic securities may take place on, andwith the authority of, the London Stock Exchange;

Dealing Disclosure . . . . . . . . . . . has the same meaning as in Rule 8 of the Code;

Disclosed . . . . . . . . . . . . . . . . . information which has been fairly disclosed: (i) by, or on behalf of,BTG to Boston Scientific, Bidco (or their financial, accounting, tax orlegal advisers) in the data room established by BTG for the purposesof the Acquisition, on or before 19 November 2018 or at themanagement meetings (including formal breakout sessions) held on1 November 2018; (ii) in BTG’s published annual and/or half yearreport and accounts for the relevant financial period or periodsreferred to in the relevant Condition; (iii) in any public announcementby BTG before the date of the Announcement by way of anyRegulatory Information Service (including information the availabilityof which has been announced by way of any Regulatory InformationService; or (iv) in the Announcement;

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disclosure period . . . . . . . . . . . . the period commencing on 20 November 2017 (being the date that is12 months before the start of the Offer Period) and ending on theLatest Practicable Date;

Effective . . . . . . . . . . . . . . . . . . if the Acquisition is implemented by way of the Scheme, havingbecome effective in accordance with its terms, upon delivery of theCourt Order to the Registrar of Companies; andif the Acquisition is implemented by way of a Takeover Offer, theTakeover Offer having been declared or become unconditional in allrespects in accordance with the requirements of the Code;

Effective Date . . . . . . . . . . . . . . the date on which the Acquisition becomes effective in accordancewith its terms;

EU . . . . . . . . . . . . . . . . . . . . . the European Union;

EU Merger Regulation . . . . . . . . the EU Merger Regulation (Council Regulation (EC) No 139/2004);

Euroclear . . . . . . . . . . . . . . . . . Euroclear UK & Ireland Limited;

Explanatory Statement . . . . . . . . the explanatory statement (in compliance with section 897 of theCompanies Act) relating to the Scheme, as set out in this document;

FCA . . . . . . . . . . . . . . . . . . . . the Financial Conduct Authority;

Fee and Syndication Letter . . . . . has the meaning given to it in paragraph 11.2 of Part Eight of thisdocument;

Form(s) of Proxy . . . . . . . . . . . . either or both (as the context demands) of the blue Form of Proxy inrelation to the Court Meeting and the white Form of Proxy in relationto the General Meeting;

General Meeting . . . . . . . . . . . . the general meeting of BTG Shareholders (including any adjournmentthereof) convened by the notice set out in Part Eleven (Notice ofGeneral Meeting) of this document;

German Act Against Restraints ofCompetition . . . . . . . . . . . . . . the German Act against Restraints of Competition (as amended);

Goldman Sachs . . . . . . . . . . . . . Goldman Sachs International;

Good Reason . . . . . . . . . . . . . . . a resignation in response to: (a) a repudiatory breach of contract bythe employee’s employer; (b) a change that amounts to a materialdiminution in that employee’s overall responsibilities or status(provided that such material diminution shall not include (i) achange of title; (ii) a change in reporting lines; or (iii) the refusal of asuitable alternative assignment with commensurate responsibilities;(c) a material diminution in an employee’s base salary or (ifapplicable) target bonus opportunity; or (e) a relocation of theemployee’s principal place of work of more than 30 miles;

H1 Results Announcement . . . . . . the announcement of BTG’s interim results for the six months ended30 September 2018 dated 13 November 2018;

holder . . . . . . . . . . . . . . . . . . . a registered holder and includes any person(s) entitled bytransmission;

HSR Act . . . . . . . . . . . . . . . . . . the United States Hart-Scott-Rodino Antitrust Improvements Act of1976 (as amended);

IFRS . . . . . . . . . . . . . . . . . . . . the International Financial Reporting Standards, accepted in the EU;

Initial Period . . . . . . . . . . . . . . . the statutory review period in which the CMA has to decide whetherto make a CMA Phase 2 Reference under section 34ZA EnterpriseAct 2002;

J. P. Morgan Cazenove . . . . . . . . J.P. Morgan Securities plc, which conducts its UK investment bankingbusiness as J.P. Morgan Cazenove;

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Latest Practicable Date . . . . . . . . 22 January 2019 (being the latest practicable date before thepublication of this document);

LIBOR . . . . . . . . . . . . . . . . . . . the London Interbank Offered Rate;

Link Asset Services . . . . . . . . . . Link Market Services Limited;

Listing Rules . . . . . . . . . . . . . . . the rules and regulations made by the UKLA under the FinancialServices and Markets Act 2000, and contained in the UKLA’spublication of the same name;

London Stock Exchange . . . . . . . London Stock Exchange PLC;

Long Stop Date . . . . . . . . . . . . . 20 August 2019 or such later date (if any) as may be agreed in writingby BTG and Bidco (with the Panel’s consent) and as the Court mayapprove (if such approval is required);

Master Assignment andAssumption . . . . . . . . . . . . . . has the meaning given to it in paragraph 11.5 of Part Eight of this

document;

Meetings . . . . . . . . . . . . . . . . . . the Court Meeting and the General Meeting, and Meeting meanseither of them;

Melqart . . . . . . . . . . . . . . . . . . Melqart Asset Management (UK) Limited;

Merger Notice . . . . . . . . . . . . . . a notice to the CMA in the prescribed form as contemplated bysection 96 of the Enterprise Act 2002;

Offer . . . . . . . . . . . . . . . . . . . . the recommended cash offer being made by Bidco to acquire in cashthe entire issued and to be issued ordinary share capital of BTG to beeffected by means of the Scheme and, where the context admits, anysubsequent revision, variation, extension or renewal of the offer;

Offer Document . . . . . . . . . . . . . should the Acquisition be implemented by means of a Takeover Offer,the document to be sent to BTG Shareholders which will contain,inter alia, the terms and conditions of the Takeover Offer;

Offer Period . . . . . . . . . . . . . . . the period commencing on 20 November 2018 and ending on theearlier of the date on which the Scheme becomes Effective and/or thedate on which the Scheme lapses or is withdrawn (or such other dateas the Panel may decide);

Official List . . . . . . . . . . . . . . . the official list maintained by the UKLA;

Opening Position Disclosure . . . . . has the meaning given to it in Rule 8 of the Code;

Overseas Shareholder . . . . . . . . . Scheme Shareholders who are resident in, ordinarily resident in, orcitizens of, jurisdictions outside the UK;

Panel . . . . . . . . . . . . . . . . . . . . the UK Panel on Takeovers and Mergers, or any successor thereto;

Phase 2 CMA reference . . . . . . . a reference pursuant to section 22, 33, 45 or 62 of the EnterpriseAct 2002 of the Acquisition to the Chair of the Competition andMarkets Authority for the constitution of a group under schedule 4 tothe Enterprise and Regulatory Reform Act 2013 (as amended);

Registrar of Companies . . . . . . . . the registrar of companies in England and Wales;

Regulations . . . . . . . . . . . . . . . . the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

Regulatory Information Service . . an information service authorised from time to time by the FCA forthe purposes of disseminating regulatory announcements;

Resolution . . . . . . . . . . . . . . . . . the resolution relating to the Acquisition to be proposed at the GeneralMeeting;

Restricted Jurisdiction . . . . . . . . any jurisdiction where local laws or regulations may result in asignificant risk of civil, regulatory or criminal exposure if information

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concerning the Acquisition is sent or made available toBTG Shareholders in that jurisdiction;

Rothschild & Co . . . . . . . . . . . . N M Rothschild & Sons Limited;

Sand Grove . . . . . . . . . . . . . . . . Sand Grove Capital Management LLP acting in its capacity asdiscretionary investment manager on behalf of Sand GroveOpportunities Master Fund Ltd, Sand Grove Tactical Fund LP andInvestment Opportunities SPC for the account of InvestmentOpportunities 2 Segregated Portfolio;

Scheme . . . . . . . . . . . . . . . . . . . this scheme of arrangement under Part 26 of the Companies Actbetween BTG and the Scheme Shareholders in its present form orwith or subject to any modification, addition or condition which BTGand Bidco each agree and which is approved or imposed by the Court;

Scheme Record Time . . . . . . . . . 6.00 p.m. on the business day immediately following the date of theCourt Hearing, or such later time as Bidco and BTG may agree;

Scheme Shareholders . . . . . . . . . holders of Scheme Shares at any relevant date or time;

Scheme Shares . . . . . . . . . . . . . . together:

(a) the BTG Shares in issue at the date of this document and whichremain in issue at the Scheme Record Time;

(b) any BTG Shares issued after the date of this document andbefore the Voting Record Time and which remain in issue at theScheme Record Time; and

(c) any BTG Shares issued at or after the Voting Record Time andbefore the Scheme Record Time in respect of which the originalor any subsequent holders thereof are, or shall have agreed inwriting to be, bound by the Scheme and, in each case, whichremain in issue at the Scheme Record Time,

excluding, in any case, any BTG Shares held in treasury or by or onbehalf of Boston Scientific, Bidco and their subsidiaries, subsidiaryundertakings and/or associated undertakings at the Scheme RecordTime;

SEC . . . . . . . . . . . . . . . . . . . . . the US Securities and Exchange Commission;

significant interest . . . . . . . . . . . in relation to an undertaking, a direct or indirect interest of 20 percent. or more of (i) the total voting rights conferred by the equityshare capital (as defined in section 548 of the Companies Act) of suchundertaking or (ii) the relevant partnership interest;

Spanish Competition Act . . . . . . . Spanish Law No. 15/2007 on the Defence of Competition (asamended), including Royal Decree No. 261/2008, implementingthe Act;

Synergy Good Leaver . . . . . . . . . an employee who is dismissed by reason of redundancy (as defined inSection 139(1) Employment Rights Act 1996 or any equivalent reasonin any non-UK jurisdiction) or who resigns for Good Reason in eachcase within 12 months of the Effective Date;

Takeover Offer . . . . . . . . . . . . . should the Acquisition be implemented by way of a takeover offer asdefined in Chapter 3 of Part 28 of the Companies Act, the takeoveroffer to be made by or on behalf of Bidco to acquire for cash theentire issued and to be issued ordinary share capital of BTG and,where the context admits, any subsequent revision, variation,extension or renewal of such takeover offer;

Takeover Offer Document . . . . . . should the Acquisition be implemented by means of a Takeover Offer,the document to be sent to BTG Shareholders which will contain,inter alia, the terms and conditions of the Takeover Offer;

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Tavira . . . . . . . . . . . . . . . . . . . Tavira Securities Ltd acting in its capacity as Investment Manager ofMygale Event Driven UCITS Fund;

Term Loan Credit Agreement . . . has the meaning given to it in paragraph 11.3 of Part Eight of thisdocument;

Third Party . . . . . . . . . . . . . . . each of a central bank, government or governmental (includingmunicipal or local governmental), quasi-governmental, supranational,statutory, regulatory, environmental, administrative, fiscal orinvestigative body, court, court tribunal, trade or professionalagency, association, institution, environmental body, employeerepresentative body, or any sub-division, agency, commission orother authority of any of the foregoing or any other equivalent bodyor person whatsoever in any jurisdiction;

UK . . . . . . . . . . . . . . . . . . . . . the United Kingdom of Great Britain and Northern Ireland;

UKLA . . . . . . . . . . . . . . . . . . . the FCA in its capacity as the authority for listing in the UK;

uncertificated or in uncertificatedform . . . . . . . . . . . . . . . . . . . in relation to a Scheme Share, one which is recorded on the relevant

register as being held in uncertificated form in CREST;

US . . . . . . . . . . . . . . . . . . . . . . the United States of America, its territories and possessions, any stateof the United States of America and the District of Columbia and allother areas subject to its jurisdiction and any political sub-divisionthereof;

US Exchange Act . . . . . . . . . . . . the US Securities Exchange Act of 1934, as amended;

US Shareholders . . . . . . . . . . . . holders of BTG Shares ordinarily resident in the US or with aregistered address in the US, and any custodian, nominee or trusteeholding BTG Shares for persons in the US or with a registeredaddress in the US;

Voting Record Time . . . . . . . . . . 6.30 p.m. on the day which is two days before the date of the CourtMeeting or, if the Court Meeting is adjourned, 6.30 p.m. on the daywhich is two business days before the date of such adjourned meeting;

Wider Boston Scientific Group . . . Boston Scientific, Bidco and their subsidiaries, subsidiaryundertakings, associated undertakings and any other body corporate,partnership, joint venture or person in which Boston Scientific, Bidcoand all such undertakings (aggregating their interests) have asignificant interest (but excluding the Wider BTG Group); and

Wider BTG Group . . . . . . . . . . . BTG and its subsidiaries, subsidiary undertakings, associatedundertakings and any other body corporate, partnership, jointventure or person in which BTG and all such undertakings(aggregating their interests) have a significant interest (butexcluding the Wider Boston Scientific Group).

For the purposes of this document, “subsidiary”, “subsidiary undertaking” and “undertaking” and“associated undertaking” have the meanings given thereto by the Companies Act.

All references to “pounds”, “pounds sterling”, “sterling”, “£”, “pence”, “penny” and “p” are to the lawfulcurrency of the UK, and all references to “USD” and “$” are to the lawful currency of the US.

All the times and/or dates (other than references to Business Days) referred to in this document are to thosetimes and/or dates determined by Greenwich Mean Time, unless otherwise stated.

References to the singular include the plural and vice versa.

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PART TENNOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2018-010568BUSINESS AND PROPERTIES COURTS OF ENGLAND AND WALESCOMPANIES COURT

IN THE MATTER OF BTG PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS GIVEN that, by an order dated 24 January 2019 made in the above matters, the Court has directedthat BTG plc (the Company) be permitted to convene a meeting of the holders of Scheme Shares (as definedin the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving(with or without modification) a scheme of arrangement proposed to be made between the Company and theholders of Scheme Shares and that such meeting will be held in the Marlborough Theatre, at No. 11 CavendishSquare, London W1G 0AN at 12.30 p.m. on 28 February 2019 at which place and time all holders of SchemeShares are requested to attend.

A copy of the Scheme of Arrangement and a copy of the statement required to be furnished pursuant tosection 897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Holders of Scheme Shares may vote in person at the meeting or they may appoint another person astheir proxy to attend, speak and vote in their stead. A proxy need not be a member of the Company. Aholder of Scheme Shares may appoint more than one proxy in relation to the meeting provided that eachproxy is appointed to exercise the rights attached to a different share or shares held by that holder. Ablue Form of Proxy for use at the meeting is enclosed with this notice. BTG Shareholders with SchemeShares held through CREST may also appoint a proxy or proxies using CREST by following theinstructions set out on pages 31 to 32 of this document. Completion and return of a Form of Proxy, orthe appointment of proxies through CREST, will not preclude a holder of Scheme Shares from attendingand voting in person at the meeting, or any adjournment of such meeting.

In the case of joint holders of Scheme Shares the vote of the senior who tenders a vote, whether in person orby proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purposeseniority will be determined by the order in which the names stand in the register of members of the Companyin respect of the relevant joint holding (the first named being the most senior).

It is requested that forms appointing proxies (together with any power of attorney or other authority underwhich they are signed, or a notarially certified copy of such authority) be lodged with the Company’s registrar,Link Asset Services Limited, in accordance with the instructions printed thereon by not later than 12.30 p.m. on26 February 2019 or, if the Court Meeting is adjourned, not later than 48 hours before the start of the meetingexcluding any part of a day that is not a business day. Forms of proxy not so lodged may be handed to LinkAsset Services on behalf of the Chairman of the Court Meeting before the start of the Court Meeting.

Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will bedetermined by reference to the register of members of the Company at 6.30 p.m. on the day which is two daysbefore the date of the Court Meeting or, if the Court Meeting is adjourned, 6.30 p.m. on the day which is twodays before the date of such adjourned meeting, in each case excluding any day that is not a business day (theVoting Record Time). Changes to the register of members after such time will be disregarded.

By the order, the Court has appointed Garry Watts or failing him Graham Charles Hetherington, or failing himany other independent director of the Company to act as chairman of the meeting and has directed the chairmanto report the result of the meeting to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 24 January 2019

ALLEN & OVERY LLP RKJB/MATA

One Bishops SquareLondon E1 6AD

Solicitors for the Company

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Notes:

1. Pursuant to the Company’s articles of association and Regulation 41 of the Uncertificated SecuritiesRegulations 2001 (the Regulations), only holders of Scheme Shares in the capital of the Company at theVoting Record Time (each, a Scheme Shareholder) are entitled to attend, speak and vote at this meetingand may appoint a proxy to attend, speak and vote instead of them. Changes to entries on the register ofmembers after that time shall be disregarded in determining the rights of any person to attend and vote atthis meeting. Voting on all resolutions will be by way of a poll. Each Scheme Shareholder present at thismeeting will be entitled to one vote for every Scheme Share registered in his or her name and eachcorporate representative or proxy will be entitled to one vote for each Scheme Share which he/sherepresents. Scheme Shareholders who submit a proxy form with voting instructions in advance of thismeeting specifying the chairman of the Company as their proxy, but who attend this meeting in person,need not complete a poll card unless they wish to change their vote.

2. A blue form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy should becompleted and returned in accordance with their instructions, along with the power of attorney or otherauthority, if any, under which they are signed or a notarially certified or office copy of such power orauthority, so as to arrive at the offices of the Company’s registrar, Link Asset Services Limited (LinkAsset Services), not later than 12.30 p.m. on 26 February 2019, or if the meeting is adjourned, at least48 hours before the start of the adjourned meeting, excluding any part of a day that is not a business day.If the proxy form is not returned by the relevant time, it may be handed to Link Asset Services, on behalfof the Chairman of the meeting, before the start of the meeting.

3. A Scheme Shareholder entitled to attend, speak and vote at this meeting is entitled to appoint one or moreproxies to attend, speak and vote instead of him/her. A Scheme Shareholder may appoint more than oneproxy in relation to this meeting, provided that each proxy is appointed to exercise the rights attaching to adifferent share or shares held by him/her. A proxy need not be a Scheme Shareholder but must attend thismeeting to represent him/her. A separate proxy form should be used for each proxy appointment. If youintend appointing additional proxies, please contact Link Asset Services (on +44 (0) 371 664 0321) toobtain (an) additional proxy form(s). Calls are charged at the standard geographic rate and will vary byprovider. Calls to this number from outside the UK will be charged at the applicable international rate.Please note that Link Asset Services cannot provide financial, legal or tax advice. Link Asset Servicesmay record calls for security purposes and to monitor the quality of its services. Alternatively, you mayphotocopy the enclosed proxy form. A Scheme Shareholder appointing more than one proxy shouldindicate the number of shares for which each proxy is authorised to act on his/her holding and mark thebox indicating that the proxy instruction is one of multiple instructions being given. Failure to specify thenumber of shares to which each proxy form relates or specifying a number which, when taken togetherwith the number of shares set out in the other proxy appointments, is in excess of the number of sharesheld by the Scheme Shareholder may result in the proxy appointment being invalid. If the proxy form isreturned without an indication as to how the proxy shall vote on the resolutions or unless otherwisedirected, the proxy will abstain from voting on the resolution. For any other business arising at themeeting (including amendments to the scheme of arrangement and any procedural matters, including anyresolution to adjourn), the proxy appointed will vote at his sole discretion. A Shareholder must informLink Asset Services in writing of any termination of the authority of a proxy. If more than one valid proxyappointment is received, the appointment received last before the latest time for the receipt of the proxieswill take precedence.

4. A Scheme Shareholder may, if he/she wishes, register the appointment of a proxy or proxies, and givevoting instructions for this meeting, electronically by logging on to www.signalshares.com. He/she willneed to use the series of numbers made up of his/her Control Number, Shareholder Reference Number andPIN printed on his/her proxy form. Full details of the procedure are given on the website. The proxyappointment and/or voting instructions must be received by Link Asset Services at least 48 hours beforethe appointed time of this meeting, that is to say, no later than 12.30 p.m. on 26 February 2019 or, if themeeting is adjourned, at least 48 hours before the start of the adjourned meeting, in each case excludingany part of a day that is not a business day. Please note that any electronic communication sent to theCompany or Link Asset Services that is found to contain a computer virus will not be accepted. The useof the internet service in connection with this meeting is governed by Link Asset Services’ conditions ofuse set out on the website, www.signalshares.com, and may be read by logging on to that site.

5. Scheme Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies forthis meeting or any adjournment of this meeting by using the CREST electronic proxy appointment servicemay do so by using the procedures described in the CREST Manual available via

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www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and thoseCREST members who have appointed a voting service provider(s), should refer to their CREST sponsor orvoting service providers, who will be able to take the appropriate action on their behalf.

6. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordance withEuroclear UK and Ireland Limited’s (Euroclear) specifications and must contain the information requiredfor such instructions, as described in the CREST Manual. The message, regardless of whether itconstitutes the appointment of a proxy or an amendment to the instructions given to a previouslyappointed proxy, must, in order to be valid, be transmitted so as to be received by Link Asset Services(participant ID RA10) not later than 12.30 p.m. on 26 February 2019 or, if the meeting is adjourned, atleast 48 hours before the start of the adjourned meeting, excluding any part of a day that is not a businessday. For this purpose, the time of receipt will be taken to be the time (as determined by the timestampapplied to the message by the CREST Applications Host) from which Link Asset Services is able toretrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time anychange of instructions to proxies appointed through CREST should be communicated to the appointeethrough other means.

7. CREST members and, where applicable, their CREST sponsors, or voting service providers shouldnote that Euroclear does not make available special procedures in CREST for any particular message.Normal system timings and limitations will, therefore, apply in relation to the input of CREST ProxyInstructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member isa CREST personal member, or sponsored member, or has appointed a voting service provider, to procurethat his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensurethat a message is transmitted by means of the CREST system by any particular time. In this connection,CREST members and, where applicable, their CREST sponsors or voting system providers are referred, inparticular, to those sections of the CREST Manual concerning practical limitations of the CREST systemand timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5) (a) of the Regulations.

8. Completion and return of a form of proxy, or the appointment of proxies through CREST, will notpreclude a Scheme Shareholder from attending and voting in person at this meeting, or any adjournment ofthis meeting.

9. In the case of joint holders of Scheme Shares the vote of the senior who tenders a vote, whether in personor by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose senioritywill be determined by the order in which the names stand in the register of members of the Company inrespect of the relevant joint holding (the first named being the most senior).

10. You may not use any electronic address provided either in this notice or in any related documents(including the enclosed proxy form) to communicate with the Company for any purposes other than thoseexpressly stated.

11. A member of the Company which is a corporation may authorise a person or persons to act as itsrepresentative(s) at this meeting. In accordance with the provisions of the Companies Act 2006 (asamended by the Companies (Shareholders’ Rights) Regulations 2009), each such representative mayexercise (on behalf of the corporation) the same powers as the corporation could exercise if it were anindividual member of the Company, provided that they do not do so in relation to the same shares.

12. As at 23 January 2019 (being the latest business day before publication of this notice), the Company’sissued share capital consisted of 387,207,191 ordinary shares, carrying one vote each. The Company doesnot hold any ordinary shares in treasury, and therefore the total voting rights in the Company as at23 January 2019 were 387,207,191.

13. Any person to whom this notice is sent who is a person nominated under section 146 of the CompaniesAct 2006 to enjoy information rights (a nominated person) may, under an agreement between him/herand the member by whom he/she was nominated have a right to be appointed (or to have someone elseappointed) as a proxy for this meeting. If a nominated person has no such proxy appointment right or doesnot wish to exercise it, he/she may, under any such agreement, have a right to give instructions to themember as to the exercise of voting rights.

14. The statements of the rights of Scheme Shareholders in relation to the appointment of proxies in thisnotice do not apply to nominated persons. Those rights can only be exercised by Scheme Shareholders. Ifyou are receiving this notice as such a nominated person, you are reminded that your main contact in

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terms of your investment remains as it was (the registered shareholder, or perhaps custodian or broker,who administers the investment on your behalf). Therefore any changes or queries relating to yourpersonal details and holding (including any administration of it) must continue to be directed to yourexisting contact at your investment manager or custodian. The Company cannot guarantee dealing withmatters which are directed to it in error. The only exception to this is where the Company, in exercisingone of its powers under the Companies Act 2006, writes to you directly for a response.

15. The venue is wheelchair accessible. Please let the Company know in advance if any attendee will needwheelchair assistance or has any other needs to ensure appropriate arrangements are in place. Anyoneaccompanying a member in need of assistance will be admitted to this meeting. Other guests will only beadmitted at the discretion of the Company.

16. The Company thanks the attendees in advance for their co-operation with the security staff at the venueand kindly requests that each attendee provides one piece of identification, such as photographic ID or abank card. The Company does not permit cameras or recording equipment at this meeting and should begrateful if attendees would ensure that they switch off their mobile telephone before the start of thismeeting. The Company does not permit behaviour which may interfere with anyone’s safety or the orderlyconduct of this meeting.

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PART ELEVENNOTICE OF GENERAL MEETING

BTG PLC

NOTICE IS GIVEN that a general meeting of BTG plc (the Company) will be held in the MarlboroughTheatre, at No. 11 Cavendish Square, London, W1G 0AN at 12.45 p.m. on 28 February 2019 (or as soonthereafter as the meeting of the holders of Scheme Shares (as defined in the Scheme as referred to in theresolution set out below) convened for 12.30 p.m. on the same day and at the same place, by an order of theHigh Court of Justice, shall have concluded or been adjourned) for the purpose of considering and, if thoughtfit, passing the following resolution, which will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT for the purpose of giving effect to the scheme of arrangement dated 24 January 2019 (as amended orsupplemented) between the Company and the holders of Scheme Shares (as defined in the scheme ofarrangement), a print of which has been produced to this meeting and for the purposes of identification signedby the chairman of this meeting, in its original form or subject to such modification, addition, or condition asmay be agreed between the Company and Bravo Bidco Limited and approved or imposed by the Court (theScheme):

(A) the directors of the Company (or a duly authorised committee of the directors) be authorised to take allsuch action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(B) with effect from the passing of this resolution, the articles of association of the Company be and areamended by the adoption and inclusion of the following new article 124:

“Scheme of Arrangement

(1) In this article, references to the “Scheme” are to the scheme of arrangement under Part 26 of theCompanies Act 2006 between the Company and the holders of Scheme Shares (as defined in the Schemedated 24 January 2019 (as amended or supplemented)) and as approved by the holders of the SchemeShares at the meeting convened by the Court (as defined in the Scheme) and as may be modified oramended in accordance with its terms, and expressions defined in the Scheme shall have the samemeanings in this article.

(2) Notwithstanding either any other provision of these articles or the terms of any resolution whetherordinary or special passed by the Company in general meeting, if the Company issues any ordinary shares(other than to Bravo Bidco Limited (“Bidco”) or its nominee(s)) on or after the adoption of this article andon or before the Scheme Record Time (as defined in the Scheme), such shares shall be issued subject tothe terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or anysubsequent holder or holders of such ordinary shares shall be bound by the Scheme accordingly.

(3) Notwithstanding any other provision of these articles, if any ordinary shares are issued to any person(other than Bidco or its nominee(s)) (“New Member”) after the Scheme Record Time (“Disposal Shares”),such New Member (or any subsequent holder or any nominee of such New Member or any suchsubsequent holder) will, provided the Scheme shall have become Effective (as defined in the Scheme), beobliged to transfer immediately the Disposal Shares to Bidco (or to such other person as Bidco mayotherwise direct) who shall be obliged to acquire all of the Disposal Shares in consideration of andconditional on the payment by or on behalf of Bidco to the New Member (or any subsequent holder or anynominee of such New Member or any such subsequent holder) of an amount in cash for each DisposalShare equal to the consideration that the New Member (or any subsequent holder or any nominee of suchNew Member or any such subsequent holder) would have been entitled to had each Disposal Share been aScheme Share.

(4) On any reorganisation of, or material alteration to, the share capital of the Company (including, withoutlimitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date(as defined in the Scheme), the consideration per Disposal Share to be paid under paragraph 124(3) aboveshall be adjusted by the directors of the Company in such manner as the auditors of the Company or anindependent investment bank selected by the Company may determine to be fair and reasonable to reflectsuch reorganisation or alteration. References in this article to ordinary shares shall, following suchadjustment, be construed accordingly.

(5) To give effect to any transfer required by this article, the Company may appoint any person as attorney forthe New Member (or any subsequent holder or any nominee of such New Member or any such subsequent

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holder) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of theNew Member (or any subsequent holder or any nominee of such New Member or any such subsequentholder) in favour of Bidco (or such other person as Bidco otherwise directs) and do all such other thingsand execute and deliver all such documents as may in the opinion of the attorney be necessary or desirableto vest the Disposal Shares in Bidco (or such other person as Bidco otherwise directs) and pending suchvesting to exercise all such rights attaching to the Disposal Shares as Bidco may direct. If an attorney is soappointed, the New Member or any subsequent holder or any nominee of such New Member or any suchsubsequent holder shall not thereafter (except to the extent that the attorney fails to act in accordance withthe directions of Bidco) be entitled to exercise any rights attaching to the Disposal Shares unless so agreedby Bidco. The Company may give good receipt for the purchase price of the Disposal Shares and mayregister Bidco (or such other person as Bidco otherwise directs) as holder of the Disposal Shares and issueto it certificates for the same. The Company shall not be obliged to issue a certificate to the New Memberor any subsequent holder or any nominee of such New Member or any such subsequent holder for anyDisposal Shares. Bidco shall send a cheque drawn on a UK clearing bank (or shall procure that such acheque is sent) in favour of the New Member (or any subsequent holder or any nominee of such NewMember or any such subsequent holder) for the purchase price of such Disposal Shares within 14 days ofthe date on which the Disposal Shares are issued to the New Member.

(6) If the Scheme shall not have become Effective by the date referred to in clause 6(B) of the Scheme (orsuch later date, if any, as Bidco and the Company may agree and the Court and the Panel on Takeoversand Mergers may allow, if such consent is required), this article shall be of no effect.

(7) Notwithstanding any other provision of these articles, both the Company and the directors may refuse toregister the transfer of any Scheme Shares effected between the Scheme Record Time and the EffectiveDate.”

24 January 2019

By Order of the Board

Paul Mussenden

Company Secretary

Registered Office:

5 Fleet PlaceLondonEC4M 7RDUnited Kingdom

Registered in England and Wales No. 02670500

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Notes:

1. Pursuant to the Company’s articles of association and Regulation 41 of the Uncertificated SecuritiesRegulations 2001 (the Regulations), only holders of ordinary shares of 10 pence in the capital of theCompany registered on the register of members of the Company at 6.30 p.m. on the day which is two daysbefore the date of the General Meeting or, if the General Meeting is adjourned, 6.30 p.m. on the daywhich is two days before the date of such adjourned meeting, in each case excluding any day that is not abusiness day (each, a Shareholder) are entitled to attend, speak and vote at this meeting and may appointa proxy to attend, speak and vote instead of them. Changes to entries on the register of members after thattime shall be disregarded in determining the rights of any person to attend and vote at this meeting. Votingon all resolutions will be by way of a poll. Each Shareholder present at this meeting will be entitled to onevote for every ordinary share registered in his/her name and each corporate representative or proxy will beentitled to one vote for each ordinary share which he/she represents. Shareholders who submit a proxyform with voting instructions in advance of this meeting specifying the chairman of the Company as theirproxy, but who attend this meeting in person, need not complete a poll card unless they wish to changetheir vote. A Shareholder may appoint more than one proxy in relation to this meeting provided that eachproxy is entitled to exercise the rights attaching to a different share or shares held by that member. Aproxy need not be a member of the Company.

2. A white form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy shouldbe returned in accordance with their instructions, along with the power of attorney or other authority, ifany, under which they are signed or a notarially certified or office copy of such power or authority, so asto arrive at the offices of the Company’s registrar, Link Market Services Limited (Link Asset Services),not later than 12.45 p.m. on 26 February 2019, or if the meeting is adjourned, at least 48 hours before thestart of the adjourned meeting, excluding any part of a day that is not a business day. If the form of proxyis not lodged by the relevant time, it will be invalid.

3. A Shareholder entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxiesto attend, speak and vote instead of him/her. A Shareholder may appoint more than one proxy in relationto this meeting, provided that each proxy is appointed to exercise the rights attaching to a different shareor shares held by him/her. A proxy need not be a Shareholder but must attend this meeting to representhim/her. A separate proxy form should be used for each proxy appointment. If you intend appointingadditional proxies, please contact Link Asset Services (on +44 (0) 371 664 0321) to obtain (an) additionalproxy form(s). Calls are charged at the standard geographic rate and will vary by provider. Calls to thisnumber from outside the UK will be charged at the applicable international rate. Please note that LinkAsset Services cannot provide financial, legal or tax advice. Link Asset Services may record calls forsecurity purposes and to monitor the quality of its services. Alternatively, you may photocopy the enclosedproxy form. A Shareholder appointing more than one proxy should indicate the number of shares forwhich each proxy is authorised to act on his/her holding and mark the box indicating that the proxyinstruction is one of multiple instructions being given. Failure to specify the number of shares to whicheach proxy form relates or specifying a number which, when taken together with the number of shares setout in the other proxy appointments, is in excess of the number of shares held by the Shareholder mayresult in the proxy appointment being invalid. If the proxy form is returned without an indication as tohow the proxy shall vote on the special resolution, the proxy will abstain from voting on the specialresolution. For any other business arising at the meeting (including amendments to the Scheme and anyprocedural matters, including any resolution to adjourn), the proxy appointed will vote at his solediscretion. A Shareholder must inform Link Asset Services in writing of any termination of the authorityof a proxy. If more than one valid proxy appointment is received, the appointment received last before thelatest time for the receipt of the proxies will take precedence.

4. A Shareholder may, if he/she wishes, register the appointment of a proxy or proxies, and give votinginstructions for this meeting, electronically by logging on to www.signalshares.com. Full details of theprocedure are given on the website. The proxy appointment and/or voting instructions must be received byLink Asset Services at least 48 hours before the appointed time of this meeting, that is to say, no later than12.45 p.m. on 26 February 2019 or, if the meeting is adjourned, at least 48 hours before the start of theadjourned meeting, in each case excluding any part of a day that is not a business day. Please note that anyelectronic communication sent to the Company or Link Asset Services that is found to contain a computervirus will not be accepted. The use of the internet service in connection with this meeting is governed byLink Asset Services’ conditions of use set out on the website, www.signalshares.com, and may be read bylogging on to that site.

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5. Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for thismeeting or any adjournment of this meeting by using the CREST electronic proxy appointment servicemay do so by using the procedures described in the CREST Manual available viawww.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and thoseCREST members who have appointed a voting service provider(s), should refer to their CREST sponsor orvoting service providers, who will be able to take the appropriate action on their behalf.

6. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordance withEuroclear UK and Ireland Limited’s (Euroclear) specifications and must contain the information requiredfor such instructions, as described in the CREST Manual. The message, regardless of whether itconstitutes the appointment of a proxy or an amendment to the instructions given to a previouslyappointed proxy, must, in order to be valid, be transmitted so as to be received by Link Asset Services(participant ID RA10) not later than 12.45 p.m. on 26 February 2019 or, if the meeting is adjourned, atleast 48 hours before the start of the adjourned meeting, excluding any part of a day that is not a businessday. For this purpose, the time of receipt will be taken to be the time (as determined by the timestampapplied to the message by the CREST Applications Host) from which Link Asset Services is able toretrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time anychange of instructions to proxies appointed through CREST should be communicated to the appointeethrough other means.

7. CREST members and, where applicable, their CREST sponsors, or voting service providers shouldnote that Euroclear does not make available special procedures in CREST for any particular message.Normal system timings and limitations will, therefore, apply in relation to the input of CREST ProxyInstructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member isa CREST personal member, or sponsored member, or has appointed a voting service provider, to procurethat his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensurethat a message is transmitted by means of the CREST system by any particular time. In this connection,CREST members and, where applicable, their CREST sponsors or voting system providers are referred, inparticular, to those sections of the CREST Manual concerning practical limitations of the CREST systemand timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5) (a) of the Regulations.

8. Completion and return of a form of proxy, or the appointment of proxies through CREST, will notpreclude a Shareholder from attending and voting in person at this meeting, or any adjournment of thismeeting.

9. In the case of joint holders of Scheme Shares the vote of the senior who tenders a vote, whether in personor by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose senioritywill be determined by the order in which the names stand in the register of members of the Company inrespect of the relevant joint holding (the first named being the most senior).

10. You may not use any electronic address provided either in this notice or in any related documents(including the enclosed proxy form) to communicate with the Company for any purposes other than thoseexpressly stated.

11. A member of the Company which is a corporation may authorise a person or persons to act as itsrepresentative(s) at this meeting. In accordance with the provisions of the Companies Act 2006 (asamended by the Companies (Shareholders’ Rights) Regulations 2009), each such representative mayexercise (on behalf of the corporation) the same powers as the corporation could exercise if it were anindividual member of the Company, provided that they do not do so in relation to the same shares.

12. As at 23 January 2019 (being the latest business day before publication of this notice), the Company’sissued share capital consisted of 387,207,191 ordinary shares, carrying one vote each. The Company doesnot hold any ordinary shares in treasury, and therefore the total voting rights in the Company as at23 January 2019 were 387,207,191.

13. Any person to whom this notice is sent who is a person nominated under section 146 of the CompaniesAct 2006 to enjoy information rights (a nominated person) may, under an agreement between him/herand the member by whom he/she was nominated have a right to be appointed (or to have someone elseappointed) as a proxy for this meeting. If a nominated person has no such proxy appointment right or doesnot wish to exercise it, he/she may, under any such agreement, have a right to give instructions to themember as to the exercise of voting rights.

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14. The statements of the rights of Shareholders in relation to the appointment of proxies in this notice do notapply to nominated persons. Those rights can only be exercised by Shareholders. If you are receiving thisnotice as such a nominated person, you are reminded that your main contact in terms of your investmentremains as it was (the registered shareholder, or perhaps custodian or broker, who administers theinvestment on your behalf). Therefore any changes or queries relating to your personal details and holding(including any administration of it) must continue to be directed to your existing contact at yourinvestment manager or custodian. The Company cannot guarantee dealing with matters which are directedto it in error. The only exception to this is where the Company, in exercising one of its powers under theCompanies Act 2006, writes to you directly for a response.

15. The venue is wheelchair accessible. Please let the Company know in advance if any attendee will needwheelchair assistance or has any other needs to ensure appropriate arrangements are in place. Anyoneaccompanying a member in need of assistance will be admitted to this meeting. Other guests will only beadmitted at the discretion of the Company.

16. The Company thanks the attendees in advance for their co-operation with the security staff at the venueand kindly requests that each attendee provides one piece of identification, such as photographic ID or abank card. The Company does not permit cameras or recording equipment at this meeting and should begrateful if attendees would ensure that they switch off their mobile telephone before the start of thismeeting. The Company does not permit behaviour which may interfere with anyone’s safety or the orderlyconduct of this meeting.

17. Under Section 319A of the Companies Act 2006, any Shareholder attending this meeting has the right toask questions. The Company must answer any such question relating to the business being dealt with atthis meeting but no such answer need be given if:

(a) to do so would interfere unduly with the preparation for this meeting or involve the disclosure ofconfidential information;

(b) the answer has already been given on a website in the form of an answer to a question; or

(c) it is undesirable in the interests of the Company or the good order of this meeting that the question beanswered.

18. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can befound at www.btgplc.com.

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Toppan Merrill, London18-40476-5