13D Filing: Farallon Capital and Nexvet Biopharma PLC (NVET)

14.

Power of Attorney

14.1

In order to secure the performance of the Obligations, we irrevocably appoint individually or collectively each and every one of the directors of Zoetis (each, an “Attorney“) to be our attorney in our name and on our behalf to execute any form or forms of acceptance and/or such other documents and do such other acts or things (if any) as may be reasonably necessary to accept and/or vote in favour of the Scheme and/or to otherwise satisfy the Obligations in respect of our Subject Shares (including, for the avoidance of doubt, the giving of instructions to Cede & Co. and/or any other trustee in respect of our Beneficial Shares and any of our Further Company Shares in respect of which Cede & Co. and/or that other trustee are the registered owner).

14.2

The power of attorney granted under this paragraph 14 shall at any time take effect as if it had individually named the persons who are at that time directors of Zoetis.

14.3

Any action authorised under this power of attorney may be taken by any Attorney acting alone.

14.4

We irrevocably undertake to ratify any such act committed in exercise of this power, if called upon to do so.

15.

Acknowledgments

15.1

We hereby accept and acknowledge that we have not entered into this Deed relying on any statement or representation, whether or not made by Zoetis (or any of their respective directors, officers, employees or agents) or any other person and that nothing in this Deed obliges Zoetis to announce or proceed with the Scheme or despatch the Scheme Document in the event that it is not required to do so by the Rules.