• Adding Four New Independent Directors
• Appoints John Greisch as Executive Chair
• Establishes New Strategic and Operational Review Committee of the Board
• Enters into Cooperation Agreement with Elliott Investment Management L.P.

The Nominating and Corporate Governance Committee of the Board has recommended, and the Board has approved, the appointment of four new independent directors: Steven Barg, Frank D’Amelio, Stephanie Okey, and Michelle Ryan. With these appointments, Catalent’s Board of Directors will consist of 16 directors, 13 of whom are independent under the Company’s director independence standards. It is expected that the 12 nominees recommended by the Board in the Company’s proxy statement and on its proxy card to stand for election at the 2023 Annual Meeting of Stockholders will include the four new directors and eight other nominees, who are current directors, to be selected by the Board.

In addition, John Greisch has been appointed Executive Chair of the Board and will also chair the new Strategic and Operational Review Committee, as discussed further below. Mr. Greisch is a proven operator and executive in the healthcare industry, with a track record of improving operational execution, enhancing financial performance, and unlocking shareholder value. He most recently served as President and CEO of Hill-Rom Holdings from 2010 to 2018. Prior to that, Mr. Greisch was President, International Operations and CFO of Baxter. Mr. Greisch currently serves as chairman of the board of Viant Medical and as lead independent director on the board of Carrier Corporation, and formerly served on the boards of Cerner Corporation, Idorsia Pharmaceuticals, Hill-Rom Holdings, Actelion, and TomoTherapy. Additionally, he serves as a senior advisor to TPG Capital and is on the board of directors for the Ann & Robert H. Lurie Children’s Hospital of Chicago.

Catalent’s Board has also established a new Strategic and Operational Review Committee to conduct a review of the Company’s business, strategy and operations, as well as the Company’s capital-allocation priorities, in order to maximize the long-term value of the Company. The Strategic and Operational Review Committee will be chaired by Mr. Greisch and will include Mr. Barg, Ms. Ryan, Gregory T. Lucier and Jack Stahl. The Committee will make its recommendations to the full Board.

In connection with these initiatives, Catalent has entered into a Cooperation Agreement with Elliott Investment Management L.P., one of Catalent’s largest investors, under which Elliott has agreed to customary standstill, voting, confidentiality, and other provisions.

“We are excited to welcome Steven, Frank, Stephanie, and Michelle to the Board following a thorough search process and firmly believe that their deep industry expertise, significant leadership experience, and diverse skills will prove invaluable to the Company and our stakeholders,” said Mr. Greisch. “Our Board shares Elliott’s confidence in the long-term value creation potential of Catalent. We look forward to providing an update to the market on the work of and, ultimately, recommendations by the Strategic and Operational Review Committee following its review of the business.”

“We are pleased to work collaboratively with Elliott, a highly engaged investor with deep experience in the healthcare space, and we welcome our new directors to the Catalent Board,” said Alessandro Maselli, President and Chief Executive Officer. “The Company will continue to take decisive action to strengthen operational performance, enhance profitability, and create value for all shareholders and other stakeholders. We believe the actions announced today will advance Catalent’s positioning for long-term growth and success.”

Elliott Senior Portfolio Manager Marc Steinberg said, “With global scale and market-leading development and manufacturing capabilities, Catalent is a strategic company that plays an essential role as the partner of choice for the biopharmaceutical industry. We believe the changes announced today – including the new additions to the Board, the appointment of John Greisch as Executive Chair and the creation of a Strategic and Operational Review Committee with a clear mandate to maximize the long-term value of the Company – represent critical steps toward ensuring that Catalent reaches its full potential. We look forward to continuing our constructive work with Catalent’s Board and management.”

The cooperation agreement with Elliott will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission.

Citi is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Jones Day are serving as legal counsel to Catalent.