Dear STERIS Shareholder:

You are cordially invited to attend a Court Meeting and a General Meeting of the shareholders of STERIS plc (“STERIS” or the “Company”), to be held at 9:00 a.m. United Kingdom time (4:00 a.m. Eastern time) and 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on February 28, 2019 at 21 Tudor Street, London EC4Y 0DJ, United Kingdom (the Court Meeting and the General Meeting are referred to as the “Shareholder Meetings”).

On November 6, 2018, STERIS announced that it intended to redomicile from the United Kingdom to Ireland (the “Redomiciliation”), to be achieved through the insertion of a new Irish public limited company, which we refer to as STERIS Ireland, on top of STERIS pursuant to a Court-approved scheme of arrangement under English law (the “Scheme”). The Scheme will result in each STERIS ordinary share being cancelled and re-issued to STERIS Ireland, and STERIS shareholders will receive one STERIS Ireland ordinary share for each STERIS share they hold. Following the Scheme becoming effective, the STERIS shares will be delisted from the New York Stock Exchange and STERIS will be re-registered as a private limited company.

STERIS Ireland expects that, following the Scheme becoming effective, STERIS Ireland ordinary shares will be listed for trading on the New York Stock Exchange under the symbol “STE.”

We are asking our shareholders to approve the Scheme and certain other related proposals. The Scheme will be approved if a majority in number of the STERIS shareholders present and voting at the Court Meeting (whether in person or by proxy), which majority represents at least 75% in value of the STERIS shares held by such STERIS shareholders, approve such proposal. In addition, a capital reduction and certain other matters related to the implementation of the Scheme will require approval by the passing of a special resolution at the General Meeting to be held immediately after the Court Meeting. We are also asking our shareholders to approve, by means of a special resolution to be proposed at the General Meeting, a proposal to create “distributable profits” in STERIS Ireland following the Scheme becoming effective. Under Irish law, STERIS Ireland may only make dividends and other distributions (and, generally, share repurchases and redemptions) from distributable profits. A special resolution requires the approval of STERIS shareholders representing at least 75% of the total voting rights of those STERIS shareholders who (being entitled to do so) vote on the relevant resolution (whether in person or by proxy).

STERIS’S BOARD OF DIRECTORS HAS DETERMINED THAT ALL PROPOSALS TO BE VOTED UPON AT THE SHAREHOLDER MEETINGS ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE SCHEME AND OTHER PROPOSALS AT THE SHAREHOLDER MEETINGS.

More information about the Redomiciliation, the Scheme and the proposals described above is contained in the accompanying proxy statement/prospectus. We urge you to carefully read this proxy statement/prospectus, including the Annexes and the documents incorporated by reference, before voting. In particular, we urge you to read the section captioned “Risk Factors” beginning on page 18 and the section captioned “Explanatory Statement” beginning on page 31.

The close of the Company’s stock transfer books on January 25, 2019 has been fixed as the record date for determining the STERIS shareholders entitled to receive notice of the Shareholder Meetings. The close of the Company’s stock transfer books on January 25, 2019 will also serve as the record date for determining the STERIS shareholders holding their shares through DTC book-entry (i.e. non-record beneficial holders) who are entitled to vote at the Shareholder Meetings.

Due to the requirements of English law relating to schemes of arrangement, a different record date will serve for determining those STERIS shareholders of record (i.e. shareholders whose STERIS shares are held directly in their name with STERIS’s transfer agent) entitled to vote at the Shareholder Meetings. Accordingly, the voting record date for STERIS shareholders of record will be determined by reference to STERIS’s register of shareholders at 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on the day which is two days (excluding any part of a day which is not a working day) before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on the day which is two days (excluding any part of a day which is not a working day) before the date fixed for the adjourned meeting.

Your vote is important. Whether or not you plan to attend the Shareholder Meetings, please vote as promptly as possible by telephone, through the Internet or by requesting paper Forms of Proxy to complete, sign and return by mail. Details of the deadlines for when your vote(s) must be submitted are described in the accompanying proxy statement/prospectus. If you attend the Shareholder Meetings, you may revoke your proxy and vote your shares in person.

We look forward to seeing you at the Shareholder Meetings and appreciate your support.

Sincerely,

WALTER M ROSEBROUGH, JR.

President and Chief Executive Officer

DR. MOHSEN M. SOHI

Chairman of the Board

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NOTICE OF COURT MEETING

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (ChD)

DEPUTY INSOLVENCY AND COMPANIES COURT JUDGE BARNETT

IN THE MATTER OF

STERIS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an order dated January 25, 2019 made in the above matter, the Court has given permission for a meeting to be convened of the holders of Scheme Shares (as defined in the scheme of arrangement hereinafter mentioned) (the “Court Meeting”) for the purpose of considering and approving (with or without modification) a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 dated January 31, 2019 (the “Scheme”) proposed to be made between STERIS plc (the “Company”) and the holders of Scheme Shares (as defined in the Scheme) and that such meeting will be held at 21 Tudor Street, London EC4Y 0DJ, United Kingdom on February 28, 2019 at 9:00 a.m. United Kingdom time (4:00 a.m. Eastern Time), at which place and time all holders of Scheme Shares are requested to attend.

A copy of the Scheme and a copy of the explanatory statement required to be furnished pursuant to Section 897 of the Companies Act 2006 in relation to the Scheme are included in the accompanying proxy statement/prospectus.

At the Court Meeting, the following resolution will be proposed:

“That the scheme of arrangement, dated January 31, 2019 (the “Scheme”), between the Company and the holders of the Scheme Shares (as defined in the Scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chairman of the Court Meeting, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and jointly consented to by the Company and STERIS Ireland (as defined in the Scheme), be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.”

Voting on the resolution will be by poll and not a show of hands, which may be conducted as the chairman of the Court Meeting shall determine.

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may vote in person at the Court Meeting or they may appoint another person, whether a shareholder of the Company or not, as their proxy to attend, speak and vote in their place. A Court Meeting Form of Proxy for use at the meeting is enclosed with this notice and instructions for appointing a proxy by other methods is set out herein and in the proxy statement/prospectus of the Company of which this notice forms part. The appointment of a proxy shall not prevent a holder of Scheme Shares from attending and voting at the Court Meeting.

Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their shares. You may appoint the chairman of the Court Meeting (being one of the directors of the Company as provided towards the end of this notice) as your proxy in respect of the Court Meeting using the Court Meeting Form of Proxy. To designate a different person to be your proxyholder, sign and submit your own form of proxy that complies with the requirements set out in this notice and the proxy statement/prospectus of which this notice forms part.

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Holders of Scheme Shares are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. You may not appoint more than one proxy to exercise rights attached to any one share. Holders of Scheme Shares who return the Court Meeting Form of Proxy duly executed and completed shall appoint the proxy in respect of all their Scheme Shares.

Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding should sign and submit their own forms of proxy, as required, that comply with the requirements set out in this notice and the proxy statement/prospectus of which this notice forms part (or contact Georgeson LLC at 1-888-206-5970 for further information). Calls to the helpline number are toll-free. Multiple proxy appointments should be returned together in the same envelope. Holders of Scheme Shares should also read the instructions provided with this notice or otherwise and note the principles that shall be applied in relation to multiple proxies.

If you are submitting a completed Court Meeting Form of Proxy, it is requested that Court Meeting Form of Proxy (together with any power of attorney or authority under which they are signed, or a duly certified copy of such power of attorney or other authority, if applicable) be submitted to Vote Processing c/o Broadridge Financial Solutions Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, so as to be received by no later than 9:00a.m. on February 26 (or, in the case of an adjournment of the Court Meeting, not later than 48 hours (excluding any part of a day which is not a working day) before the time and date set for the adjourned Court Meeting) but if forms are not so submitted they may be handed to the chairman at the Court Meeting before the taking of the poll. Further instructions for returning the Court Meeting Form of Proxy or voting by internet or phone are set out on the front of the Court Meeting Form of Proxy.

If more than one valid proxy appointment is submitted, the appointment received most recently before the latest time for the receipt of proxies will take precedence. If it cannot be determined which appointment was received most recently none of them shall be treated as valid. Unless you specifically instruct otherwise, your proxy may also vote or abstain as he or she thinks fit on any other business which may properly come before the Court Meeting (including any procedural motion or resolution not listed herein).

The term “working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.

The close of the Company’s stock transfer books on January 25, 2019 has been fixed as the record date for determining the STERIS shareholders entitled to receive notice of the Court Meeting. The close of the Company’s stock transfer books on January 25, 2019 will also serve as the record date for determining the STERIS shareholders holding their shares through DTC book-entry (i.e. non-record beneficial holders) who are entitled to vote at the Court Meeting.

Due to the requirements of English law relating to schemes of arrangement, a different record date will serve for determining those STERIS shareholders of record (i.e. shareholders whose STERIS shares are held directly in their name with STERIS’s transfer agent) entitled to vote at the Court Meeting. Accordingly, the voting record date for STERIS shareholders of record will be determined by reference to STERIS’s register of shareholders at 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on February 26, 2019 or, if the Court Meeting is adjourned, 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on the day which is two days (excluding any part of a day which is not a working day) before the date fixed for the adjourned meeting.

By the said order, the Court has appointed Dr. Mohsen M. Sohi or failing him, any director of the Company to act as chairman of the meeting and has directed the chairman to report the result of the meeting to the Court.

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The Scheme will be subject to the subsequent sanction of the Court.

STERIS’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE PROPOSAL TO BE VOTED UPON AT THE COURT MEETING IS IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE RESOLUTION.

Dated January 31, 2019

Jones Day

21 Tudor Street

London EC4Y 0DJ

v

Notes:

vi

NOTICE OF GENERAL MEETING

STERIS plc

(Registered in England and Wales No. 09257343)

(the “Company”)

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held on February 28, 2019 at 21 Tudor Street, London EC4Y 0DJ, United Kingdom at 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) (or as soon thereafter as the meeting of the holders of the Scheme shares convened with the permission of the Court for 9:00 a.m. United Kingdom time (4:00 a.m. Eastern time) on the same date and at the same place shall have concluded or been adjourned) for the purpose of considering and passing of the following two resolutions which will be proposed as special resolutions. Defined terms used in this notice, unless otherwise defined, shall have the meaning given to them in the accompanying proxy statement/prospectus of which this notice forms part:

Proposal 1 - Special resolution to approve the Scheme and certain ancillary matters

That:

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“159            Scheme of Arrangement

viii

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Proposal 2 - Special resolution to approve the creation of distributable profits within STERIS Ireland

That:

subject to the Scheme becoming effective, and STERIS Ireland (and/or its nominee(s)) being registered as the owner of the New STERIS Ordinary Shares, distributable profits of STERIS Ireland be created under Irish law by reducing the nominal value and cancelling the associated company capital paid-up on each of the ordinary shares of STERIS Ireland issued pursuant to the Scheme from $75 to $0.001.

STERIS’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE PROPOSALS TO BE VOTED UPON AT THE GENERAL MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE SPECIAL RESOLUTION AND THE DISTRIBUTABLE PROFITS RESOLUTION.

BY ORDER OF THE BOARD

J. Adam Zangerle

Company Secretary

STERIS PLC

Rutherford House

Stephensons Way

Chaddesden

Derby

England DE21 6LY

January 31, 2019

x

Notes to the Notice of General Meeting:

The close of the Company’s stock transfer books on January 25, 2019 has been fixed as the record date for determining the STERIS shareholders entitled to receive notice of the General Meeting. The close of the Company’s stock transfer books on January 25, 2019 will also serve as the record date for determining the STERIS shareholders holding their shares through DTC book-entry (i.e. non-record beneficial holders) who are entitled to vote at the General Meeting.

Due to the requirements of English law relating to schemes of arrangement, a different record date will serve for determining those STERIS shareholders of record (i.e. shareholders whose STERIS shares are held directly in their name with STERIS’s transfer agent) entitled to vote at the General Meeting. Accordingly, the voting record date for STERIS shareholders of record will be determined by reference to STERIS’s register of shareholders at 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on February 26, 2019 or, if the Court Meeting is adjourned, 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on the day which is two days (excluding any part of a day which is not a working day) before the date fixed for the adjourned meeting.

For instructions on how to vote their shares, STERIS shareholders holding their shares through DTC book-entry (i.e. non-record beneficial holders) are referred to paragraph 14.7 of the Explanatory Statement (“Voting Shares Held in Street Name.”) contained in the Explanatory Statement in the proxy statement/prospectus of which this notice forms part.

Shareholders of record who wish to attend the meeting in person should note that the meeting will be held at 9:15 a.m. United Kingdom time (4:15 a.m. Eastern Time) on February 28 (or as soon thereafter as the Court Meeting (as defined in the document of which this Notice forms part) has concluded or been adjourned) at 21 Tudor Street London EC4Y 0DJ United Kingdom. Any corporation which is a shareholder of record can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

If you are a shareholder of record of the Company at the applicable time set out in Note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a General Meeting Form of Proxy with this notice of meeting. You can appoint a proxy using the procedures set out in these notes.

The appointment of a proxy shall not prevent the shareholder of record from attending and voting in person if he/she wishes to do so.

A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You may appoint Walter M Rosebrough, Jr., Dr. Mohsen M. Sohi, Michael J. Tokich and J. Adam Zangerle, and each of them, with full power of substitution, as your proxies in respect of the General Meeting using the General Meeting Form of Proxy. To designate a different person to be your proxyholder, sign and submit your own form of proxy that complies with the requirements set out in this notice, the proxy statement/prospectus of which this notice forms part and regulation 69 of STERIS’s articles of association.

xi

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you should sign and submit your own forms of proxy, as required, that comply with the requirements set out in this notice, the proxy statement/prospectus of which this notice forms part and regulation 69 of STERIS’s articles of association (or contact Georgeson LLC at 1-888-206-5970 for further information). Each different proxy appointment form must be received by Broadridge Financial Solutions Inc. (“Broadridge”) no later than 9:15 a.m. on February 26. If the General Meeting is adjourned, the General Meeting Form of Proxy or your electronic or telephonic proxy appointment must be received, properly completed with respect to the business to be conducted at the General Meeting, not later than 48 hours (excluding any part of a day which is not a working day) before the time and date set for the adjourned General Meeting. Details of how to appoint a proxy electronically or telephonically are set out herein and on the front of the General Meeting Form of Proxy or in other voting information you may receive, including in the explanatory statement contained in the joint proxy statement/prospectus of which this notice forms part.

Abstentions and broker non-votes are tabulated in determining the votes present at a meeting for purposes of determining a quorum at the General Meeting. An abstention or a broker non-vote will have no effect with respect to approving the Scheme and related matters as the abstention or broker non-vote will not be counted in determining the number of votes cast.

If STERIS shareholders sign and return a General Meeting Form of Proxy or appoint a proxy electronically or telephonically but do not tell the proxy how to vote, their proxy will vote in favor of the resolutions. Unless STERIS shareholders specifically instruct otherwise, their proxy may also vote or abstain as he or she thinks fit on any other business which may properly come before the General Meeting.

The term “working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.

As an alternative to completing the hard copy General Meeting Form of Proxy, a STERIS Shareholder of record may appoint a proxy or proxies electronically by visiting www.proxyvote.com or calling 1-800-690-6903. In order to utilise this service you will be requested to provide the meeting Control Number, your shareholder reference number (SRN) and PIN. These details can be found on the hard copy General Meeting Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be received by Broadridge no later than 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) on February 26, 2019.

The General Meeting Form of Proxy explains, how to direct your proxy, how to vote on each resolution or withhold your vote.

To appoint a proxy using the General Meeting Form of Proxy, the form must be:

xii

In the case of a shareholder of record which is a company, the General Meeting Form of Proxy must be executed under its common seal or signed on its behalf by an officer of that company or an attorney for that company.

Any power of attorney or any other authority under which the General Meeting Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the General Meeting Form of Proxy.

In the case of joint holders of record, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the person whose name first appears in the register of shareholders of the Company will be accepted.

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. The cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

If you submit more than one valid proxy appointment, the appointment received most recently before the latest time for the receipt of proxies will take precedence. If it cannot be determined which appointment was received most recently, none of them shall be treated as valid.

In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Broadridge. In the case of a shareholder of record which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Broadridge no later than 48 hours (excluding any part of a day which is not a working day) before the time appointed for holding the meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

xiii

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

As at the close of business on December 31, 2018 (being the latest practicable date prior to issue of this notice), the Company’s issued share capital comprised 84,572,022 ordinary shares of £0.10 each and 100,000 preferred shares of £0.10 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as of December 31, 2018 is 84,572,022.

The holders of the preference shares have no right to attend, speak or vote, whether in person or by proxy, at any general meeting of the Company or any meeting of a class of shareholders of the Company in respect of the preference shares and will not be entitled to receive any notice of meetings. It is expected that the preference shares will remain in place until after the Scheme becomes Effective and will then be redeemed.

Copies of the Company’s existing articles of association as proposed to be amended by the Special Resolution set out in this notice are available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and United Kingdom public holidays), until the opening of business on the day on which the meeting is held and will also be available at the place of the meeting for at least 15 minutes prior to and during the meeting.

None of the U.S. Securities and Exchange Commission, or the SEC, the U.K. Financial Conduct Authority, the Central Bank of Ireland nor any state securities commission has approved or disapproved any of the transactions described in this proxy statement/prospectus or the securities to be issued under this proxy statement/prospectus or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense. This proxy statement/prospectus does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, or a solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. For the avoidance of doubt, this proxy statement/prospectus does not constitute an offer to buy or sell securities or a solicitation of an offer to buy or sell any securities in the United Kingdom, Ireland or any other state in the European Economic Area or a solicitation of a proxy under the laws of England and Wales or the laws of Ireland. This proxy statement/prospectus is not intended to be, and is not, a prospectus or an offer document for the purposes of the U.K. Financial Conduct Authority’s Prospectus Rules or Listing Rules or for the purposes of the Irish Company Act, the Prospectus Directive (2003/71/EC) Regulations 2005 of Ireland, as amended, or the Prospectus Rules issued by the Central Bank of Ireland.

The accompanying proxy statement/prospectus is dated January 31, 2019, and is first being mailed to STERIS shareholders on or about January 31, 2019.

xiv

THIS PROXY STATEMENT/PROSPECTUS

INCORPORATES IMPORTANT ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about STERIS from documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the accompanying proxy statement/prospectus by requesting them in writing or by telephone at the following address and telephone number.

STERIS plc

Attn: Investor Relations

c/o 5960 Heisley Road

Mentor, Ohio 44060

In addition, if you have questions about the Redomiciliation, the Scheme or the Shareholder Meetings, or if you need to obtain copies of the accompanying proxy statement/prospectus, Forms of Proxy or other documents incorporated by reference in the proxy statement/prospectus, you may contact the company listed below. You will not be charged for any of the documents you request.

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Banks, Brokers and Shareholders

Call Toll-Free (888) 206-5970

If you would like to request documents, please do so by February 18, 2019, in order to receive them before the Shareholder Meetings.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 124 of the accompanying proxy statement/prospectus.

xv

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus constitutes a prospectus of STERIS Ireland under Section 5 of the Securities Act of 1933 (the “Securities Act”) with respect to the STERIS Ireland ordinary shares to be issued to STERIS shareholders as part of the Scheme. This proxy statement/prospectus is also accompanied by notices of the Shareholder Meetings of STERIS at which STERIS shareholders will be asked to consider and vote upon and approve the Scheme and special resolutions giving effect to, among other things, a capital reduction that will give effect to the Redomiciliation (as defined in this proxy statement/prospectus) and certain related proposals, and the creation of distributable profits within STERIS Ireland.

No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this proxy statement/prospectus, and, if given or made, such information must not be relied upon as having been authorized. This proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any circumstances in which such offer or solicitation is unlawful. The distribution or possession of the proxy statement/prospectus in or from certain jurisdictions may be restricted by law. You should inform yourself about and observe any such restrictions, and neither STERIS nor STERIS Ireland accepts any liability in relation to any such restrictions.

Neither the distribution of this proxy statement/prospectus nor the issuance by STERIS Ireland of STERIS Ireland ordinary shares in connection with the Scheme shall, under any circumstances, create any implication that there has been no change in the affairs of STERIS Ireland since the date of this proxy statement/prospectus or that the information contained in this proxy statement/prospectus is correct as of any time subsequent to its date.

Information contained in this proxy statement/prospectus regarding STERIS and STERIS Ireland has been provided by STERIS.

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TABLE OF CONTENTS

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

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RISK FACTORS

By approving the Scheme, STERIS shareholders will be choosing to invest in STERIS Ireland ordinary shares. In considering whether to approve the Scheme, you should consider carefully the following risk factors, including the matters addressed under the caption “Forward-Looking Statements” in addition to the other information contained in or incorporated by reference into this proxy statement/prospectus. Many of the following risk factors already apply to STERIS. You should also read and consider the risks associated with the business of STERIS because these risks will also affect STERIS Ireland. The risks associated with the business of STERIS can be found in the STERIS Annual Report on Form 10-K for the fiscal year ended March 31, 2018, which is incorporated by reference into this proxy statement/prospectus, as well as in subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by STERIS with the SEC, as such filings may be amended from time to time. See the section captioned “Where You Can Find More Information” beginning on page 124.

Risks Relating to the Redomiciliation

STERIS’s directors and executive officers have interests in the transaction that may be in addition to, or different from, any interests they might have as shareholders.

In considering the recommendations of the STERIS Board, STERIS shareholders should be aware that the directors and executive officers of STERIS have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. These interests include continuing non-employee director and executive officer positions with STERIS Ireland, and rights to ongoing indemnification and insurance coverage. For more information, please see “Interests of Certain Persons in Matters To Be Acted Upon” beginning on page 65. You should consider these interests in connection with your vote on the Scheme, Special Resolution, Distributable Profits Resolution and other related proposals.

STERIS Ireland will incur direct and indirect costs as a result of the Redomiciliation, even if it is not completed.

STERIS has incurred and STERIS Ireland will incur certain additional costs as a result of the Redomiciliation. STERIS Ireland has been incorporated in Ireland and is subject to Irish corporate and tax law. STERIS Ireland expects to incur costs and expenses, including professional fees, to comply with Irish reporting and governance requirements and Irish tax laws. In addition, we expect to incur attorneys’ fees, accountants’ fees, other professional fees, filing fees, mailing expenses and financial printing expenses in connection with the Redomiciliation, even if the Redomiciliation is not completed, and in conjunction with financing-related changes. The Redomiciliation also may adversely affect STERIS Ireland and us by diverting the attention of our management and employees from our operating business during the period of implementation and by incurring other administrative costs and expenses.

We may be unable to obtain the consent of our lenders to the Amendments to permit the Redomiciliation, which may cause us to defer or abandon the Redomiciliation.

The Redomiciliation would constitute a change of control under the Existing Debt Agreements. Thus, in order to consummate the Redomiciliation without a default under our existing Credit Agreement or an obligation to make a change of control offer under our outstanding Private Placement Notes, we will be required to obtain the Amendments. The Amendments will require approval of the lenders under our Credit Agreement and the holders of the Private Placement Notes. We may not be able to obtain the Amendments without paying significant fees, or at all. Any failure to consummate the Amendments could reduce the expected benefits of the Redomiciliation, which could cause us to defer or abandon the Redomiciliation. For more information, please see “Financing” on page 48.

18

While the Redomiciliation is pending and as a result of the Redomiciliation, STERIS will be subject to business uncertainties that could adversely affect its business.

Uncertainty about the effect of the Redomiciliation on employees, Customers and suppliers may have an adverse effect on STERIS and, consequently, on STERIS Ireland. These uncertainties could cause Customers, suppliers and others who deal with STERIS to seek to change or terminate existing business relationships with STERIS. If, despite STERIS’s efforts, Customers, suppliers or employees depart because of a desire not to remain with STERIS, STERIS Ireland’s business could be harmed. Furthermore, some Customers may seek to characterize the Redomiciliation as a “change in control” under their contracts with STERIS and a reason to cancel such contracts. Any cancellations of Customer contracts because of the Redomiciliation could have an adverse effect on STERIS’s business.

Risks Relating to STERIS Ireland

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire the STERIS Ireland ordinary shares.

Following the completion of the Redomiciliation, STERIS Ireland will be subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules promulgated thereunder, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE.

Under the Irish Takeover Rules, if an acquisition of STERIS Ireland ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to a level that represents 30% or more of the voting rights of STERIS Ireland, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding STERIS Ireland ordinary shares at a price not less than the highest price paid by the acquirer or its concert parties for STERIS Ireland ordinary shares during the previous 12 months. This requirement would also be triggered by an acquisition of STERIS Ireland ordinary shares by a person holding (together with its concert parties) STERIS Ireland ordinary shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12 month period. Following the authorization for trading of STERIS Ireland ordinary shares on the NYSE, under the Irish Takeover Rules, certain persons will be presumed to be acting in concert. The Board of STERIS Ireland and their relevant family shareholders, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holds 20% or more of the voting shares of STERIS Ireland. The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or shareholders or the Board of STERIS Ireland to acquire more of our securities, including under the terms of any executive incentive arrangements. Following the listing of STERIS Ireland ordinary shares on the NYSE, we may consult with the Irish Takeover Panel with respect to the application of this presumption and the restrictions on the ability to acquire further securities, although we are unable to provide any assurance as to whether the Irish Takeover Panel will overrule this presumption. For a description of certain takeover provisions applicable to STERIS Ireland, see “Description of STERIS Ireland Shares – Irish Takeover Rules” beginning on page 80. Accordingly the application of the Irish Takeover Rules may restrict the ability of certain of our shareholders and directors to acquire our ordinary shares.

Anti-takeover provisions in the STERIS Ireland Constitution could make an acquisition of STERIS Ireland more difficult, limit attempts by our shareholders to replace or remove our directors and management team, and limit the market price of STERIS Ireland ordinary shares.

The current STERIS articles of association enable the STERIS Board to establish a rights plan and to grant rights to subscribe for shares of STERIS pursuant to a rights plan in certain change of control situations. The STERIS Ireland Constitution will contain provisions that may delay or prevent a change of control,

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discourage bids at a premium over the market price of the STERIS Ireland ordinary shares and adversely affect the market price of the STERIS Ireland ordinary shares and the voting and other rights of the holders of the STERIS Ireland ordinary shares. These provisions include: (1) permitting the Board of STERIS Ireland to issue preference shares without shareholder approval, with such rights, preferences and privileges as they may designate; (2) allowing the Board of STERIS Ireland to adopt a shareholder rights plan upon such terms and conditions as it deems expedient; (3) establishing an advance notice procedure for shareholder proposals to be brought before the annual general meeting, including proposed nominations of persons for election to the Board of STERIS Ireland; (4) the ability of the Board of STERIS Ireland to fill vacancies on the Board of STERIS Ireland in certain circumstances; and (5) imposing particular approvals and other requirements in relation to certain business combinations.

These provisions do not make STERIS Ireland immune from takeovers. However, these provisions may frustrate or prevent any attempts by shareholders to replace or remove the management team by making it more difficult for shareholders to replace members of the Board of STERIS Ireland, which is responsible for appointing the members of management.

Irish law, in a similar manner to English law, requires that STERIS Ireland meet certain additional financial requirements before it declares dividends following a distribution.

Under Irish law, STERIS Ireland will be able to declare dividends and make distributions only out of “distributable profits.” Distributable profits are the accumulated realized profits of STERIS Ireland that have not previously been utilized in a distribution or capitalization less accumulated realized losses that have not previously been written off in a reduction or reorganization of capital, and include reserves created by way of a reduction of capital. In addition, no distribution or dividend may be paid or made by STERIS Ireland unless the net assets of STERIS Ireland are equal to, or exceed, the aggregate of STERIS Ireland’s called up share capital plus its undistributable reserves and the distribution does not reduce STERIS Ireland’s net assets below such aggregate. Undistributable reserves include the undenominated capital, the capital redemption reserve fund and the amount by which STERIS Ireland’s accumulated unrealized profits that have not previously been utilized by any capitalization exceed STERIS Ireland’s accumulated unrealized losses that have not previously been written off in a reduction or reorganization of capital.

Immediately following the Redomiciliation, STERIS Ireland, as a new holding company with no operational history, will not have any distributable profits of its own. The Group’s profits will be held at the subsidiary level. Accordingly subject to the Scheme becoming Effective, you are being asked to approve the creation of distributable profits of STERIS Ireland under Irish law by reducing the nominal value and cancelling the associated company capital paid-up on each of the authorized and issued ordinary shares of STERIS Ireland issued pursuant to the Scheme from $75 to $0.001, such that the reserve resulting from the cancellation of such company capital will be treated as distributable profits. This proposal is being put forward as a special resolution at the General Meeting to satisfy the equitable requirements of the Irish High Court.

In addition, the distributable profits proposal requires the passing of a special resolution of STERIS Ireland, which will be undertaken prior to the Effective Date and the approval of the High Court of Ireland. If the distributable profits proposal is approved by shareholders and the Scheme becomes Effective, STERIS Ireland intends to seek the approval of the High Court of Ireland for the distributable profits proposal as soon as practicable following the Redomiciliation. Although we are not aware of any reason why the High Court of Ireland would not approve the distributable profits proposal, such approval is a matter of judicial discretion and there is no guarantee that such approval will be forthcoming.

If the Distributable Profits Resolution is not approved by shareholders at the General Meeting and the High Court of Ireland, STERIS Ireland will not be able to make dividends and other distributions (and, generally, share repurchases and redemptions) until such time as it has otherwise generated sufficient distributable profits from, among other things, its operational activities following the Redomiciliation.

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Your percentage ownership in STERIS Ireland may be diluted in the future.

As is currently the case with STERIS, your percentage ownership in STERIS Ireland may, in the future, be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that STERIS Ireland might, from time to time, grant to directors, officers and employees of STERIS Ireland and its subsidiaries. From time to time, STERIS Ireland may issue additional options or other stock-based awards to its directors, officers and employees and those of its subsidiaries’ group’s benefit plans. Such awards will have a dilutive effect on STERIS Ireland’s earnings per share, which could adversely affect the market price of the STERIS Ireland ordinary shares.

In addition, the STERIS Ireland Constitution will authorize STERIS Ireland to issue, without the approval of STERIS Ireland’s shareholders, preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over STERIS Ireland ordinary shares with respect to dividends and distributions, as the Board of STERIS Ireland generally may determine. The terms of the preferred shares could dilute the voting power or reduce the value of the STERIS Ireland ordinary shares. For example, STERIS Ireland could grant the holders of preferred shares the right to elect some number of STERIS Ireland’s directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that STERIS Ireland could assign to holders of preferred shares could affect the residual value of the STERIS Ireland ordinary shares. See “Description of STERIS Ireland Shares – Voting Rights” and “Description of STERIS Ireland Shares – Duration; Dissolution; Rights Upon Liquidation.”

As an Irish public limited company, certain capital structure decisions will require shareholder approval, which may limit STERIS Ireland’s flexibility to manage its capital structure.

Irish law provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if generally authorized to do so by the constitution of a company or by an ordinary resolution (being a resolution of shareholders passed by a simple majority of votes cast at a general meeting). Such authorization may be granted for up to the maximum of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by ordinary resolution. The STERIS Ireland Constitution will authorize the STERIS Ireland Directors to allot shares up to the maximum of STERIS Ireland’s authorized but unissued share capital for a period of five years from the date of adoption of the STERIS Ireland Constitution, which authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter. Under Irish law, an allotment authority may be given for up to a further five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.

Irish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash; however, it is possible for the STERIS Ireland Constitution, or shareholders in a general meeting, to exclude pre-emptive rights. The STERIS Ireland Constitution will exclude pre-emptive rights for a period of five years from the date of adoption of the STERIS Ireland Constitution, which exclusion will need to be renewed by special resolution (being a resolution of shareholders passed by not less than 75% of votes cast) upon its expiration and at periodic intervals thereafter. Under Irish law, a disapplication of pre-emption rights may be given for up to a further five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought or approved.

If STERIS Ireland ordinary shares are not eligible for deposit and clearing within the facilities of DTC, then transactions in our STERIS Ireland ordinary shares may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

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Upon the completion of the Redomiciliation, the STERIS Ireland ordinary shares will be eligible for deposit and clearing within the DTC system. We expect to enter into arrangements with DTC whereby STERIS Ireland will agree to indemnify DTC for any Irish stamp duty that may be assessed upon it as a result of its service as a depositary and clearing agency for STERIS Ireland ordinary shares. We expect that these actions, among others, will result in DTC agreeing to accept the shares for deposit and clearing within its facilities upon completion of the Redomiciliation.

DTC is not obliged to accept the STERIS Ireland ordinary shares for deposit and clearing within its facilities at the closing of the Redomiciliation and, even if DTC does initially accept the shares, it will generally have discretion, as it currently has with regard to the ordinary shares of STERIS, to cease to act as a depositary and clearing agency for the shares. If DTC determined prior to the completion of the Redomiciliation that the STERIS Ireland ordinary shares are not eligible for clearance within the DTC system, then we would not expect to complete the transactions contemplated by this proxy statement/prospectus in their current form. However, if DTC determined at any time after the completion of the Redomiciliation that the STERIS Ireland ordinary shares were not eligible for continued deposit and clearance within its facilities, then we believe the shares would not be eligible for continued listing on a U.S. securities exchange and trading in the STERIS Ireland ordinary shares would be disrupted. Although we expect STERIS Ireland would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the STERIS Ireland ordinary shares.

The IRS may not agree that STERIS Ireland is a foreign corporation for U.S. federal tax purposes following the Redomiciliation.

Although STERIS Ireland is incorporated under the laws of Ireland and is a tax resident in Ireland for Irish tax purposes, the IRS may assert that STERIS Ireland should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the Code. For U.S. federal tax purposes, a corporation generally is considered to be a tax resident in the jurisdiction of its organization or incorporation. Because STERIS Ireland is incorporated under the laws of Ireland, it would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code, however, provides an exception to this general rule under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal tax purposes.

Generally, for STERIS Ireland to be treated as a U.S. corporation for U.S. federal tax purposes under Section 7874 of the Code following the Redomiciliation, (i) STERIS Ireland must acquire, directly or indirectly, substantially all of the assets held, directly or indirectly, by a U.S. corporation (the Acquisition Test (as defined below)) and (ii) after the acquisition, the former shareholders of the U.S. corporation must hold at least 80% (by either vote or value) of all of the outstanding shares of STERIS Ireland by reason of holding shares of the U.S. corporation (the Ownership Test (as defined below)). The Code and Treasury Regulations contain complex rules for purposes of applying the Acquisition Test and the Ownership Test. Based on such rules, and certain factual assumptions, neither the Acquisition Test nor the Ownership Test should be satisfied as a result of the Scheme. However, the rules for determining whether STERIS Ireland will be treated as a U.S. corporation for U.S. federal income tax purposes under section 7874 of the Code are complex and require analysis of all relevant facts, including the impact of any transaction that may be treated as related to the Redomiciliation, and there is limited guidance as to their application. Therefore, no assurance can be given that the IRS will not challenge STERIS Ireland’s treatment as a non-U.S. corporation for U.S. federal income tax purposes or that, if challenged, such treatment will be sustained by a court.

If STERIS Ireland were to be treated as a U.S. corporation for U.S. federal tax purposes, STERIS Ireland could be subject to substantial additional U.S. tax liability. Additionally, if STERIS Ireland were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. STERIS Ireland shareholders would be subject to U.S. withholding tax on the gross amount of any dividends paid by STERIS Ireland to such shareholders. For Irish tax purposes, STERIS Ireland is expected, regardless of any application of Section 7874 of the Code, to be

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treated as an Irish tax resident. Consequently, if STERIS Ireland is treated as a U.S. corporation for U.S. federal tax purposes under Section 7874 of the Code, it could be liable for both U.S. and Irish taxes, which could have a material adverse effect on its financial condition and results of operations.

Please see “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Redomiciliation to STERIS and STERIS Ireland—Tax Residence of STERIS Ireland for U.S. Federal Tax Purposes” beginning on page 51 for a more detailed discussion of the application of Section 7874 of the Code to the Redomiciliation.

Future changes to U.S. and non-U.S. tax laws could adversely affect STERIS Ireland.

The U.S. Congress, the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where STERIS Ireland and its affiliates will do business following the Redomiciliation have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States and other countries in which STERIS Ireland and its affiliates will do business could change on a prospective or retroactive basis, and any such changes could adversely affect STERIS Ireland and its affiliates.

The tax rate that will apply to STERIS Ireland is uncertain and may vary from expectations.

There can be no assurance that the Redomiciliation will improve STERIS Ireland’s ability to maintain any particular worldwide effective corporate tax rate. We cannot give any assurance as to what STERIS Ireland’s effective tax rate will be after the completion of the Redomiciliation because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which STERIS Ireland and its affiliates will operate. STERIS Ireland’s actual effective tax rate may vary from our expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on STERIS Ireland’s and its affiliates.

The STERIS Ireland ordinary shares to be received by STERIS shareholders in connection with the Redomiciliation will have different rights from the STERIS shares, which, in some cases, may provide fewer protections for such shareholders.

Upon completion of the Redomiciliation, STERIS shareholders will become STERIS Ireland shareholders and their rights as shareholders will be governed by the STERIS Ireland Constitution and Irish law. The legal system governing companies organized under Irish law differs from the legal system governing companies organized under English law. As a result, while many of the principal attributes of STERIS shares and STERIS Ireland ordinary shares will be similar under English company law and Irish company law, differences will exist, which, in some cases, may provide fewer protections for STERIS Ireland shareholders.    See the section captioned “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders” beginning on page 87, for a summary of your rights as a shareholder under English law and Irish law following the Redomiciliation and the material differences between the governing documents for STERIS and STERIS Ireland.

Legislative and regulatory action or any change in applicable law could materially and adversely affect STERIS Ireland and its shareholders.

As an Irish company following the Redomiciliation, STERIS Ireland will be required to comply with numerous Irish legal requirements. Any changes in Irish laws (including laws relating to employment, antitrust, intellectual property, taxation and other relevant matters) may require STERIS Ireland to incur additional costs and could have a material and adverse effect on its business, results of operations and financial condition.

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The market price of STERIS Ireland ordinary shares may be volatile, and the value of your investment could materially decline.

Investors who hold STERIS Ireland ordinary shares may not be able to sell their shares at or above the price at which they purchased STERIS shares. The prices of STERIS shares have fluctuated from time to time, and STERIS Ireland cannot predict the price of its ordinary shares. Broad market and industry factors may materially harm the market price of STERIS Ireland’s ordinary shares, regardless of STERIS Ireland’s operating performance. In addition, the price of STERIS Ireland ordinary shares may be dependent upon the valuations and recommendations of the analysts who cover the STERIS Ireland business, and if its results do not meet the analysts’ projections and expectations, STERIS Ireland’s stock price could decline as a result of analysts lowering their valuations and recommendations or otherwise.

Future sales of STERIS Ireland ordinary shares in the public market could cause volatility in the price of STERIS Ireland ordinary shares or cause the share price to fall.

Sales of a substantial number of STERIS Ireland ordinary shares in the public market, or the perception that these sales might occur, could depress the market price of STERIS Ireland ordinary shares, and could impair STERIS Ireland’s ability to raise capital through the sale of additional equity securities.

Transfers of STERIS Ireland ordinary shares, other than by means of the transfer of book-entry interests in the DTC, may be subject to Irish stamp duty.

It is expected that for the majority of transfers of STERIS Ireland ordinary shares, there should not be any stamp duty. Transfers of STERIS Ireland shares effected by means of the transfer of book entry interests in DTC should not be subject to Irish stamp duty. However, if you hold your STERIS Ireland ordinary shares directly rather than beneficially through DTC, any transfer of your STERIS Ireland ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired).

A STERIS Ireland shareholder who directly holds STERIS Ireland ordinary shares of record may transfer those shares into his or her own broker account to be held through DTC (or vice versa) and this should not give rise to Irish stamp duty provided that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer is not in contemplation of a sale of the shares by a beneficial owner to a third party.

Due to the potential Irish stamp duty charge on transfers of STERIS Ireland ordinary shares held outside DTC, those STERIS shareholders who do not hold their STERIS shares through DTC (or through a broker who in turn holds such shares through DTC) should, upon the Scheme being implemented, consider holding the STERIS Ireland ordinary shares received by them through DTC.

Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your STERIS Ireland ordinary shares. See the section captioned “Certain Ireland Tax Considerations” of this proxy statement/prospectus for a general description of the Irish stamp duty consequences of the Scheme and the transfer of STERIS Ireland ordinary shares.

In certain limited circumstances, dividends paid by STERIS Ireland may be subject to Irish dividend withholding tax.

In certain limited circumstances, Irish dividend withholding tax, or DWT, (which applies at a rate of 20%) may arise in respect of dividends, if any, paid on STERIS Ireland ordinary shares. A number of exemptions from DWT exist, including exemptions pursuant to which shareholders resident in the United States, U.K. and shareholders resident in the countries listed in Annex B attached to this proxy statement/prospectus (referred to as the “Relevant Territories” and each a “Relevant Territory”) may be entitled to exemptions from DWT.

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See the section captioned “Certain Ireland Tax Considerations” of this proxy statement/prospectus for further information on the operation of DWT generally and the relevant exemptions – in particular, please note the requirement to complete certain relevant Irish Revenue Commissioners DWT forms (referred to as “DWT Forms”) in order to qualify for many of the exemptions.

Dividends paid in respect of STERIS Ireland ordinary shares that are owned by a U.S. resident and held through DTC should not be subject to DWT provided that the address of the beneficial owner of such shares in the records of the broker holding such shares is recorded as being in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by STERIS Ireland).

Dividends paid in respect of STERIS Ireland ordinary shares that are held outside of DTC by a person who is a resident of the United States should not be subject to DWT if such shareholder satisfies the conditions of one of the exemptions including the requirement to furnish a valid DWT Form (together with a completed IRS issued Form 6166) to STERIS Ireland’s transfer agent to confirm its U.S. residence and claim an exemption.

Shareholders resident in other Relevant Territories may also be eligible for exemption from DWT on dividends paid in respect of their STERIS Ireland shares provided that they satisfy the conditions of one of the exemptions including the requirement to furnish valid DWT Forms to their brokers (in respect of shares held through DTC) (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by STERIS Ireland) or to STERIS Ireland’s transfer agent (in respect of shares held outside of DTC).

However, other shareholders may be subject to DWT, which if you are such a shareholder could adversely affect the price of your STERIS Ireland ordinary shares. Please see the section captioned “Certain Ireland Tax Considerations” of this proxy statement/prospectus for more information on DWT.

After the transaction, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

STERIS Ireland shareholders that are entitled to an exemption from DWT on dividends received from STERIS Ireland should not be subject to Irish income tax in respect of those dividends, unless they have some connection with Ireland other than their shareholding in STERIS Ireland (for example, they are resident in Ireland). Shareholders who are not resident nor ordinarily resident in Ireland but who are not entitled to an exemption from DWT should generally have no further liability to Irish income tax on those dividends which suffer DWT. Please see the section captioned “Certain Ireland Tax Considerations” of this proxy statement/prospectus for more information.

STERIS Ireland ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax, or CAT, could apply to a gift or inheritance of STERIS Ireland ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because STERIS Ireland ordinary shares will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €310,000 in respect of taxable gifts or inheritances received from their parents. The person who receives the gift or inheritance has primary liability for CAT. Please see the section captioned “Certain Ireland Tax Considerations” of this proxy statement/prospectus for more information.

It is recommended that each shareholder consult his or her own tax advisor as to the tax consequences of holding shares in and receiving dividends from STERIS Ireland.

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Risk Factors Relating to STERIS’s Businesses

You should read and consider the other risk factors specific to STERIS’s businesses that will also affect STERIS Ireland after the completion of the Redomiciliation, described in Part 1, Item 1A of STERIS’s Annual Report on Form 10-K for the 2018 fiscal year and other documents that have been filed by STERIS with the SEC, including but not limited to its Quarterly Reports on Form 10-Q, and which are incorporated by reference into this proxy statement/prospectus. Please see the section captioned “Where You Can Find More Information” beginning on page 124.

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS and STERIS Ireland or their industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this proxy statement/prospectus and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “comfortable,” “trend,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in STERIS’s other securities filings, including Item 1A of STERIS’s Annual Report on Form 10-K for the year ended March 31, 2018, filed with the SEC on May 30, 2018. Many of these important factors are outside of STERIS’s and STERIS Ireland’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. References to products are summaries only and should not be considered the specific terms of the decree or product clearance or literature. Unless legally required, STERIS and STERIS Ireland do not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the receipt of approval of STERIS’s shareholders, (b) any regulatory or court approvals required for the Redomiciliation not being obtained on the terms expected or on the anticipated schedule, (c) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Redomiciliation, (d) operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected following the Redomiciliation, (e) STERIS’s ability to meet expectations regarding the accounting and tax treatment of the Tax Cuts and Jobs Act (“TCJA”) or the possibility that anticipated benefits resulting from the TCJA will be less than estimated, (f) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including, if the Redomiciliation is consummated, changes in tax laws that would result in STERIS Ireland being treated as a domestic corporation for U.S. federal tax purposes, (g) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, (h) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (i) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, including without limitation those relating to FDA warning notices or letters, government investigations, the outcome of any pending FDA requests, inspections or submissions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect STERIS’s performance, results, prospects or value, (j) the potential of international unrest, economic downturn or effects of currencies, tax assessments, tariffs and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs, (k) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s products and services, (l) the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products or in the provisions of services, (m) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with STERIS’s businesses, industry or initiatives including, without limitation, those matters described in this proxy statement/prospectus and other securities filings, may adversely impact STERIS’s performance, results, prospects or value, (n) the impact on STERIS and its

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operations or tax liabilities, of the Brexit or the exit of other member countries from the EU, and the Company’s ability to respond to such impacts, (o) the impact on STERIS and its operations of any legislation, regulations or orders, including, but not limited to any new trade or tax legislations, regulations or orders, that may be implemented by the U.S. Administration or Congress, or of any responses thereto, (p) the possibility that anticipated financial results or benefits of recent acquisitions or of STERIS’s restructuring efforts, or of recent divestitures, will not be realized or will be other than anticipated, and (q) the effects of contractions in credit availability, as well as the ability of STERIS’s Customers and suppliers to adequately access the credit markets when needed.

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SELECTED HISTORICAL FINANCIAL DATA OF STERIS

The selected historical financial data and selected historical balance sheet data set out below as of and for the fiscal years ended March 31, 2014 through March 31, 2018 are derived from STERIS’s audited condensed consolidated financial statements for the fiscal years then ended. The selected historical financial data and selected historical balance sheet set out below as of and for the six months ended September 30, 2018 and 2017 are derived from STERIS’s unaudited condensed consolidated financial statements for the periods then ended. The information set forth below is a summary that should be read together with the historical audited consolidated financial statements of STERIS and the related notes thereto as well as the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Annual Report on Form 10-K for the year ended March 31, 2018 previously filed with the SEC and incorporated by reference into this proxy statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. For more information, see the section entitled “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus.

We have included no data for STERIS Ireland because that entity has only nominal assets and has not engaged in any material business or other activities other than in connection with its formation and the Redomiciliation.

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SELECTED PRO FORMA FINANCIAL DATA OF STERIS

Pro forma financial statements for STERIS Ireland to reflect the Redomiciliation are not presented in this proxy statement/prospectus because no significant pro forma adjustments are required to be made as a result of the Redomiciliation to the audited financial statements of STERIS for the year ended March 30, 2018 or the unaudited financial statements of STERIS for the six months ended September 30, 2018.

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EXPLANATORY STATEMENT

(in compliance with Section 897 of the Companies Act 2006)

Dear STERIS Shareholder,

Scheme of arrangement of STERIS plc

in connection with proposed redomiciliation to Ireland

On November 6, 2018, STERIS announced its intention to establish a new Irish holding company, STERIS Ireland, through a Court-approved scheme of arrangement made pursuant to Part 26 of the Companies Act 2006.

The Scheme requires, among other things, the approval of the Scheme Shareholders and the sanction of the Court.

This Explanatory Statement explains the terms, and contains a summary, of the Scheme and provides you with other relevant information. A copy of the Scheme is set out in full in Annex A to this proxy statement/prospectus. We urge you to read the whole of this proxy statement/prospectus in addition to this Explanatory Statement carefully before deciding whether or not to vote in favor of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and ensure that your shares will be voted by using one of the alternative methods of voting described in this proxy statement/prospectus.

Unless stated otherwise or the context requires otherwise, certain defined terms used in this Explanatory Statement are defined in the “Glossary” of this proxy statement/prospectus, which forms part of this Explanatory Statement.

On November 2, 2015, Old STERIS completed its Combination with Synergy. As a result of the Combination, STERIS became the ultimate parent of Old STERIS and Synergy and the stock of STERIS was listed on NYSE.

Months later, on June 23, 2016, the United Kingdom voted for Brexit. Since that time, the Board has closely monitored developments regarding Brexit, including the negotiations between the United Kingdom and the European Union as to the terms of the United Kingdom’s withdrawal from the European Union. In particular, following the United Kingdom’s departure from the European Union, STERIS may no longer be able to enjoy the benefits of certain tax and other treaty arrangements between European Union member states and the United States, from which it currently benefits. Brexit is scheduled to occur on March 29, 2019.

As a result of the protracted uncertainty surrounding the outcome of Brexit negotiations, the Board, including in consultation with the Company’s senior management and outside advisors, has evaluated many alternatives. These alternatives included keeping the existing structure, redomiciling to jurisdictions other than the United Kingdom, and revising the Group’s internal financing structure.

Following its evaluation, the Board concluded that the Redomiciliation to Ireland and retaining STERIS’s status as a European Union domiciled company is the best path forward for STERIS. Retaining the Company’s domicile in the European Union is anticipated to preserve the current and future financial benefits

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initially established in 2015 at the time of the Combination with Synergy. STERIS believes that more than $50 million in future U.S. financial benefits supported by tax treaties between the U.S. and the European Union will be at risk if the Company remains domiciled in the United Kingdom after Brexit. STERIS anticipates that the cost to complete the Redomiciliation will be approximately $10 million.

The Board believes that the Redomiciliation will facilitate the Company’s ability to achieve its financial goals, and mitigate or avoid potentially significant additional risks, uncertainty, inefficiencies, expenses and other possible negative impacts resulting from the United Kingdom’s withdrawal from the European Union.

Following the Redomiciliation, both the United Kingdom and the European Union will continue to be important markets for the Group, which has significant personnel and operations in both. The effect of the Redomiciliation will be to establish a new holding company for the Group, but it is not expected to materially change the day-to-day operations of the business.

In reaching its decision to approve the Redomiciliation and recommend it to STERIS shareholders, the Board identified the following main anticipated potential benefits of redomiciling to Ireland, in no particular order of weight or importance:

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The STERIS Board weighed the information, alternatives and factors it considered, including the factors described above, against a number of uncertainties, risks, and potentially negative factors relevant to the Redomiciliation, including:

If at any point between the date of this proxy statement/prospectus and the date on which the Scheme would otherwise become Effective, developments occur with regard to Brexit and/or the Company which the Board determines render the Redomiciliation in whole or in part no longer in the interests of the Company and its shareholders and/or justify a delay in proceeding with the Redomiciliation, the Board reserves the right in its absolute discretion, as appropriate, to adjourn or postpone the Shareholder Meetings and/or the Court Hearing and/or delay completion of or not proceed with the Scheme or the Redomiciliation. In such circumstances, the Board reserves the right to delay completion of or not to proceed with the Scheme or the Redomiciliation even if the resolutions necessary to implement the Scheme and the Redomiciliation have been approved at the Shareholder Meetings or the Court has sanctioned the Scheme and related reduction of capital.

The Scheme is a legal process under the Companies Act, which will provide for STERIS Ireland to become the owner of the entire issued and to be issued share capital of STERIS. In order to achieve this, the Scheme Shares will be cancelled and such number of New STERIS Ordinary Shares as is equal to the number of Scheme Shares so cancelled will be issued to STERIS Ireland (and/or its nominee(s)). The cancellation of those Scheme Shares and the subsequent issue of the New STERIS Ordinary Shares to STERIS Ireland will result in STERIS becoming a wholly owned subsidiary of STERIS Ireland. After the Scheme has become Effective, STERIS Emerald IE Limited, a company established in Ireland, will be interposed as the direct parent company of STERIS.

Pursuant to the Scheme, Scheme Shareholders (excluding certain Restricted Overseas Persons) will receive one STERIS Ireland Share as consideration for each Scheme Share they hold. The STERIS Ireland ordinary shares will be issued credited as fully paid and will rank pari passu in all respects with the STERIS Ireland ordinary shares in issue at the time the STERIS Ireland ordinary shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid following the Scheme Effective Date.

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In summary, under the Scheme:

for every one (1) Scheme Share                     one (1) STERIS Ireland ordinary share

The Scheme requires approval by Scheme Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of the holders of Scheme Shares present and voting, either in person or by proxy, which majority represents at least 75 % in value of the Scheme Shares held by such holders. In addition, the Capital Reduction and certain other ancillary matters related to the implementation of the Scheme will require approval by the passing of a Special Resolution at the General Meeting to be held immediately after the Court Meeting by STERIS shareholders representing at least 75 % of the total voting rights of those STERIS shareholders who (being entitled to do so) vote on the resolution (whether in person or by proxy). The Court Meeting will be held at 9:00 a.m. United Kingdom time (4:00 a.m. Eastern time) and the General Meeting will be held at 9:15 a.m. United Kingdom time (9:15 a.m. Eastern time) (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on February 28, 2019 at 21 Tudor Street, London EC4Y 0DJ, United Kingdom.

The Scheme and the Capital Reduction must also be sanctioned or confirmed (as applicable) by the Court. All STERIS shareholders are entitled to attend the Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. The Court Hearing is currently expected to be held on March 21, 2019 at the Royal Courts of Justice, The Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL.

The implementation of the Scheme is conditional on:

If any of these conditions is not satisfied, the Scheme will not proceed. However, STERIS Ireland has reserved the right (without any obligation so to do) to waive, in whole or in part, the condition in paragraph (e) above with the prior agreement of STERIS.

If, at any point between the date of this proxy statement/prospectus and the date on which the Scheme would otherwise become Effective, developments occur with regard to Brexit and/or the Company which the Board determines render the Redomiciliation in whole or in part no longer in the interests of the Company and its

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shareholders and/or justify a delay in proceeding with the Redomiciliation, the Board reserves the right in its absolute discretion, as appropriate, to adjourn or postpone the Shareholder Meetings and/or the Court Hearing and/or delay completion of or withdraw or not proceed with the Scheme or the Redomiciliation. In such circumstances, the Board reserves the right to delay completion of or not to proceed with the Scheme or the Redomiciliation even if the resolutions necessary to implement the Scheme and the Redomiciliation have been approved at the Shareholder Meetings or the Court has sanctioned the Scheme and related reduction of capital.

UPON THE SCHEME BEING SANCTIONED, IT WILL BE BINDING ON ALL STERIS SHAREHOLDERS, IRRESPECTIVE OF WHETHER OR NOT THEY ATTEND OR VOTE AT THE SHAREHOLDER MEETINGS.

The last day of dealings in, and for registration of transfers of, STERIS shares is expected to be March 27, 2019 following which all of the STERIS shares are expected to be suspended from trading on the NYSE. STERIS intends, prior to the Scheme becoming effective, to make an application for the cancellation of the listing of STERIS shares on the NYSE to take effect from the Scheme Effective Date.

On the Scheme Effective Date, share certificates in respect of Scheme Shares will cease to be valid.

Details of the background to, and reasons for, the unanimous recommendation of the Scheme by the STERIS Directors are set out in paragraph 2 of this Explanatory Statement.

Pursuant to the Scheme, STERIS will become a wholly owned subsidiary of STERIS Ireland, and STERIS shareholders will become STERIS Ireland shareholders. After the Scheme has become Effective, STERIS Emerald IE Limited, a company established in Ireland, will be interposed as the direct parent company of STERIS.

STERIS

STERIS is a leading provider of infection prevention and other procedural products and services. Its mission is to help its Customers create a healthier and safer world by providing innovative healthcare and life science product and service solutions around the globe.

STERIS offers its Customers a unique mix of innovative capital equipment products, such as sterilizers and washers, surgical tables, lights and equipment management systems and connectivity solutions such as operating room integration; consumable products such as detergents and gastrointestinal endoscopy accessories and other products; services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair solutions, laboratory services and outsourced reprocessing.

STERIS was incorporated in 2014 under the laws of England and Wales under the name Solar New HoldCo Limited as a private limited company for the purpose of effecting under the laws of England and Wales the Combination. Effective November 2, 2015 STERIS was re-registered as a public company under the name of STERIS plc and the Combination closed. As a result of the Combination closing, STERIS plc became the ultimate parent company of Old STERIS and Synergy. Synergy has been re-registered under the name of Synergy Health Limited. With registered offices located in Derby, England, STERIS has approximately 12,000 employees worldwide and operates in more than 100 countries around the world.

The registered office of STERIS is located at Rutherford House Stephensons Way Chaddesden, Derby, England and its telephone number at that address is +44 1332 387100. STERIS’s headquarters in the United States are located at 5960 Heisley Road, Mentor, Ohio 44060, United States of America.

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STERIS Ireland

STERIS Ireland is a private limited company that was incorporated under the laws of Ireland on December 22, 2016 as “Joahville Limited” and renamed “STERIS Limited” on October 25, 2018. STERIS Ireland will be re-registered as an Irish public limited company and renamed “STERIS plc” prior to completion of the Redomiciliation. To date, STERIS Ireland has not conducted any activities other than those incidental to its formation, the execution of the Redomiciliation and the preparation of regulatory filings made in connection with the Redomiciliation. The registered office of STERIS Ireland is located at 70 Sir John Rogerson’s Quay Dublin 2 Ireland, and its telephone number at that address is +353 1 232 2000.

Under the Scheme, Scheme Shareholders will exchange their interest in STERIS shares for an equivalent interest in STERIS Ireland ordinary shares. Entitlements to participate in the STERIS Group’s capital and income (other than monies spent in relation to the costs of the Redomiciliation, Scheme, Capital Reduction and related matters) will not be affected by reason of the implementation of the Scheme.

Upon the Scheme becoming Effective: (i) each option to acquire STERIS shares granted under the STERIS plc 2006 Long-Term Equity Incentive Plan (as amended and restated effective August 2, 2016) (the “LTIP”), whether vested or unvested, that is outstanding immediately prior to the Scheme becoming Effective (each, a “STERIS Option”) shall cease to represent an option to acquire STERIS shares and shall be converted into an option to acquire that number of STERIS Ireland ordinary shares equal to the number of STERIS shares subject to such STERIS Option immediately prior to the Scheme becoming Effective, at an exercise price per share equal to the per share exercise price applicable to such STERIS Option immediately prior to the Scheme becoming Effective (as converted, a “STERIS Ireland Option”); (ii) each stock appreciation right with respect to STERIS shares granted under the LTIP, whether vested or unvested, that is outstanding immediately prior to the Scheme becoming Effective (each, a “STERIS SAR”) shall cease to represent a stock appreciation right with respect to STERIS shares and shall be converted into a stock appreciation right with respect to that number of STERIS Ireland ordinary shares equal to the number of STERIS shares subject to such STERIS SAR immediately prior to the Scheme becoming Effective, at an exercise price per share equal to the per share exercise price applicable to such STERIS SAR immediately prior to the Scheme becoming Effective (as converted, a “STERIS Ireland SAR”); (iii) each Scheme Share that is designated a restricted STERIS share granted under the LTIP (each, a “STERIS Restricted Share”) will, under the Scheme, be cancelled and the holder of each STERIS Restricted Share will receive one STERIS Ireland ordinary share in consideration for each STERIS share so cancelled and each such STERIS Ireland ordinary share will be designated a “STERIS Ireland Restricted Share”; and (iv) each restricted stock unit granted under the LTIP that is outstanding immediately prior to the Scheme becoming Effective (each, a “STERIS RSU”) shall cease to represent a restricted stock unit with respect to STERIS shares and shall be converted into a restricted stock unit with respect to that number of STERIS Ireland ordinary shares equal to the number of STERIS shares subject to the STERIS RSU immediately prior to the Scheme becoming Effective (as converted, a “STERIS Ireland RSU”). Except as required in order to comply with applicable law, each such STERIS Ireland Option, STERIS Ireland SAR, STERIS Ireland Restricted Share and STERIS Ireland RSU shall continue to have, and shall continue to be subject to, the same terms and conditions that were applicable to the corresponding STERIS Option, STERIS SAR, STERIS Restricted Share and STERIS RSU, as applicable, immediately prior to the Scheme becoming Effective (including, settlement in cash or shares, as applicable).

Before or upon the Scheme becoming Effective, STERIS, the board of directors of STERIS, and the compensation committee of the board of directors of STERIS, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the matters described in the preceding paragraph. STERIS Ireland shall reserve for issuance a number of STERIS Ireland ordinary shares at least equal to the number of STERIS Ireland ordinary shares that will be subject to STERIS Ireland Options, STERIS Ireland SARs and STERIS Ireland RSUs as a result of the actions described in the preceding paragraph. Subject to applicable law, before, upon or following the Scheme becoming Effective, STERIS Ireland shall take all corporate action necessary to

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assume the LTIP and the award agreements thereunder that are applicable to the STERIS Options, STERIS SARs, STERIS Restricted Shares and STERIS RSUs, which corporate action shall include amending the LTIP to reflect STERIS Ireland’s assumption of the LTIP and such equity awards. In addition, the same number of STERIS shares which, immediately before the Scheme becomes Effective, are available for equity awards under the LTIP will, upon the Scheme becoming Effective, be made available under the LTIP by STERIS Ireland for equity awards.

The STERIS shares are currently listed on the NYSE under the symbol “STE.” In connection with the Redomiciliation, the STERIS shares will be delisted from the NYSE and the STERIS Ireland ordinary shares will be listed under the symbol “STE.”

The Board of STERIS Ireland will include all eleven of the current STERIS Directors. Biographical information with respect to the current STERIS Directors can be found beginning on page 8 of STERIS’s Definitive Proxy Statement on Schedule 14A, filed on June 5, 2018 and incorporated herein by reference.

The STERIS Ireland Board is expected to form the following board committees: Audit, Compensation, Nominating and Governance and Compliance. It is anticipated that the membership of such committees will be comprised of the same directors that are members of the corresponding committees for STERIS before the Scheme becomes Effective. Information with regard to committee composition can be found beginning on page 19 of STERIS’s Definitive Proxy Statement on Schedule 14A, filed on June 5, 2018 and incorporated herein by reference except that Dr. Sohi is no longer on the Audit Committee or the Nominating and Governance Committee, Dr. Shah is a member of the Compliance Committee, and Mr. Wareham is no longer a director.

The SEC allows STERIS to “incorporate by reference” certain information filed with or furnished to the SEC. For more information on information incorporated by reference into this proxy statement/prospectus, including this Explanatory Statement, please see “Incorporation of Certain Documents by Reference.”

Details of certain U.S. federal, United Kingdom and Ireland tax considerations relating to the Scheme and the holding of, and disposal of, STERIS Ireland shares are set out on pages 49 through 64 of this proxy statement/prospectus.

The summary information on taxation in this proxy statement/prospectus is intended as a guide only and holders of STERIS/STERIS Ireland ordinary shares who are in any doubt about their tax position should contact an appropriate professional or independent adviser regarding the particular tax consequences of the Redomiciliation to them in light of their particular circumstances, including the applicability and effect of any U.S. federal, state, local or foreign tax laws or any non-income or other tax laws.

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Scheme. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this proxy statement/prospectus comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of STERIS Ireland ordinary shares pursuant to the Scheme, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance 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.

Due to restrictions applicable to Restricted Overseas Persons, STERIS Ireland ordinary shares allotted to an Overseas Shareholder may be sold on in accordance with the arrangements described in paragraph 5 of the Scheme contained in Annex A and settlement of the consideration from such sale will be effected as described in paragraph 5 of the Scheme contained in Annex A.

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THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS PROXY STATEMENT/PROSPECTUS IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

Details of the interests of the STERIS Directors in STERIS shares are provided in the section captioned “Stock Ownership of Directors and Executive Officers” beginning on page 67. All of the STERIS Shares legally held by the STERIS Directors or in which they have a beneficial interest will be subject to the Scheme. The effect of the Scheme on the interests in STERIS shares of the STERIS Directors does not differ from its effect on the like interest of any other STERIS shareholder.

STERIS will hold the Court Meeting on February 28, 2019, at 9:00 a.m. United Kingdom time (4:00 a.m. Eastern time), at 21 Tudor Street, London EC4Y 0DJ, United Kingdom and the General Meeting, to be held at the same venue, at 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) (or as soon thereafter as the Court Meeting has concluded or been adjourned), in each case unless such meetings are adjourned or postponed.

At the Shareholder Meetings, STERIS shareholders will vote upon:

STERIS’S BOARD OF DIRECTORS HAS DETERMINED THAT ALL PROPOSALS TO BE VOTED UPON AT THE SHAREHOLDER MEETINGS ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE SCHEME AND OTHER PROPOSALS AT THE SHAREHOLDER MEETINGS.

The close of the Company’s stock transfer books on January 25, 2019 has been fixed as the record date for determining the STERIS shareholders entitled to receive notice of the Shareholder Meetings. The close of the Company’s stock transfer books on January 25, 2019 will also serve as the record date for determining the STERIS shareholders holding their shares through DTC book-entry (i.e. non-record beneficial holders) who are entitled to vote at the Shareholder Meetings.

Due to the requirements of English law relating to schemes of arrangement, a different record date will serve for determining those STERIS shareholders of record (i.e. shareholders whose STERIS shares are held

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directly in their name with STERIS’s transfer agent) entitled to vote at the Shareholder Meetings. Accordingly, the voting record date for STERIS shareholders of record will be determined by reference to STERIS’s register of shareholders at 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on February 26, 2019 or, if the Court Meeting is adjourned, 6:00 p.m. United Kingdom time (1:00 p.m. Eastern time) on the day which is two days (excluding any part of a day which is not a working day) before the date fixed for the adjourned meeting.

A quorum will be present at the Court Meeting if two or more STERIS shareholders holding Scheme Shares entitled to vote are represented, either in person or by proxy. A quorum will be present at the General Meeting if STERIS shareholders holding a majority of the STERIS shares entitled to vote are represented, either in person or by proxy.

The Court Meeting

The Court Meeting, which will take place at 9:00 a.m. London time (4:00 a.m. Eastern time) on February 28, 2019, is being held with the permission of the Court to seek the approval of Scheme Shareholders for the Scheme. The Court will not grant the Court Order unless the Scheme is approved by Scheme Shareholders at the Court Meeting by the requisite statutory majority.

At the Court Meeting, voting will be by way of poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held. In order for the resolution to be passed, it must be approved by a majority in number of those Scheme Shareholders present and voting, either in person or by proxy, which majority represents not less than 75% in nominal value of all Scheme Shares voted by such Scheme Shareholders.

Your vote is important. Whether or not you plan to attend the Shareholder Meetings, please vote as promptly as possible by telephone, through the Internet or by completing, signing and returning the Forms of Proxy included herewith. Details of the deadlines for when your vote(s) must be submitted are described in this proxy statement/prospectus. If you are a shareholder of record and attend the Shareholder Meetings in person, you may revoke your proxy and vote your shares in person.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of STERIS shareholder opinion. You are therefore strongly urged to sign and return your Form of Proxy as soon as possible.

You will find the Notice of the Court Meeting at the beginning of this proxy statement/prospectus.

The General Meeting

The General Meeting has been convened for the same date as the Court Meeting and will be held at 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) (or as soon thereafter as the Court Meeting shall have concluded or been adjourned), to consider and approve special resolutions to:

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These resolutions are being proposed at the General Meeting in order to:

Copies of STERIS’ existing articles of association and copies of the articles of association as proposed to be amended pursuant to the Special Resolution are available for further inspection at the registered office of STERIS during normal United Kingdom business hours on a weekday (Saturdays, Sundays and public holidays excepted) until the close of the General Meeting and will also be available for inspection at the place of the General Meeting for at least 15 minutes prior to, and during, the General Meeting.

The Special Resolution and the Distributable Profits Resolution will, in either case, be approved if duly passed by STERIS shareholders representing at least 75% of the total voting rights of those STERIS shareholders who (being entitled to do so) vote on the relevant resolution at the General Meeting (whether in person or by proxy).

If you are a shareholder of record and you fail to submit a proxy or vote in person at the Shareholder Meetings, or if are a non-record beneficial holder and your STERIS shares are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your STERIS shares, or you abstain (in the case of the General Meeting only since it is not possible to abstain at the Court Meeting), this will have no effect on the vote for the Scheme, Special Resolution and other resolutions proposed at the Shareholder Meetings.

You will find the Notice of General Meeting at the beginning of this proxy statement/prospectus.

STERIS Ireland held no STERIS shares as at the latest practicable date prior to the publication of this proxy statement/prospectus.

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STERIS’S BOARD OF DIRECTORS HAS DETERMINED THAT ALL PROPOSALS TO BE VOTED UPON AT THE SHAREHOLDER MEETINGS ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE SCHEME AND OTHER PROPOSALS AT THE SHAREHOLDER MEETINGS.

STERIS shareholders of record may vote in person at the Shareholder Meetings or by proxy. STERIS recommends that you submit your proxy even if you plan to attend the Shareholder Meetings. If you are a shareholder of record and vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by casting a vote in person at the Shareholder Meetings.

If your shares are owned directly in your name with our transfer agent, Computershare, N.A., you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”

If you are a STERIS shareholder of record you may use the enclosed Forms of Proxy to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your Forms of Proxy or appoint a proxy electronically or telephonically, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. For the General Meeting only, if you sign and return the General Meeting Form of Proxy or appoint a proxy electronically or telephonically but do not tell the proxy how to vote, your proxy will vote in favor of the resolutions to be proposed at the General Meeting. Shareholders who return the Forms of Proxy duly executed and completed shall, in respect of the relevant Shareholder Meeting, appoint the proxy in respect of all their STERIS shares.

Your shares will be counted for purposes of determining a quorum if you vote by the required deadline where applicable:

Abstentions will be counted for determining whether a quorum is present at the General Meeting. At the Court Meeting, it is possible to vote only for or against the resolution being proposed. It is not possible to abstain.

Voting instructions are printed on the Form of Proxy or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the Shareholder Meetings.

If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker,

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bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not generally have discretionary authority to vote on any of the proposals.

Broker non-votes are shares held by a broker, bank or other nominee or intermediary that are present in person or represented by proxy at the Shareholder Meetings, but with respect to which the broker, bank or other nominee or intermediary is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not generally have voting power on such proposal. Because brokers, banks and other nominees or intermediaries do not generally have discretionary voting power with respect to any of the proposals, if a beneficial owner of STERIS shares held in “street name” does not give voting instructions to the broker, bank or other nominee for any proposal, then those shares will not be present in person or represented by proxy at the Shareholder Meetings.

In order for a shareholder of record to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Broadridge. In the case of a shareholder of record which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Broadridge no later than 48 hours (excluding any part of a day which is not a working day) before the time appointed for holding the meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. The term “working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

As of December 31, 2018 (being the latest practicable date prior to the date of this proxy statement/prospectus), the STERIS Directors and executive officers and their affiliates had the right to vote approximately 1,008,000 STERIS shares, representing approximately 1.2% of the STERIS shares then outstanding and entitled to vote at the Shareholder Meetings. It is expected that the STERIS Directors and executive officers who are STERIS shareholders will vote “for” the Scheme and other proposals at the Shareholder Meetings, although none of them has entered into any agreement requiring them to do so.

STERIS will bear the cost of soliciting proxies from STERIS shareholders. STERIS will solicit proxies by mail. In addition, the directors, officers and employees of STERIS may solicit proxies from its shareholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their

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services. STERIS will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy solicitation material to the beneficial owners of STERIS shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

STERIS has engaged a professional proxy solicitation firm, Georgeson LLC, to assist in soliciting proxies. Georgeson LLC will receive customary compensation for its services, including a base fee of $17,500 and additional fees based on the number of telephone solicitations made and other additional shareholder services provided. In addition, STERIS will reimburse Georgeson LLC for its reasonable disbursements.

As described in the section of this Explanatory Statement captioned “Settlement” beginning on page 43, STERIS shareholders of record will be sent materials for exchanging STERIS shares shortly after the Scheme Effective Date.

STERIS is not aware of any other business to be acted upon at the Shareholder Meetings. If, however, other matters are properly brought before the Shareholder Meetings, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the STERIS board may recommend.

If you need assistance in completing your Form of Proxy or have questions regarding STERIS’s Shareholder Meetings, please contact Georgeson LLC, the proxy solicitation agent for STERIS, by mail at 1290 Avenue of the Americas, 9^th Floor, New York, NY 10104. Georgeson LLC may be contacted by phone at (888) 206-5970.

The Scheme and Capital Reduction require the sanction and confirmation, respectively, of the Court at the Court Hearing, which is currently expected to be held on March 21, 2019. STERIS Ireland has agreed to undertake to the Court to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme.

Following the Shareholder Meetings, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and the Scheme and Capital Reduction will only become Effective on delivery to the Registrar of Companies of the Court Order and a statement of capital.

IF THE SCHEME IS IMPLEMENTED, IT WILL BE BINDING ON ALL STERIS SHAREHOLDERS IRRESPECTIVE OF WHETHER OR NOT THEY ATTEND OR VOTE IN FAVOR OF THE SCHEME AT THE COURT MEETING OR IN FAVOR OF THE SPECIAL RESOLUTION AT THE GENERAL MEETING. If the Scheme is not implemented by June 30, 2019 (or such later date (if any) as STERIS Ireland and STERIS may agree and (if required) the Court may approve), the Scheme will not be implemented and the Re-domiciliation will not proceed.

Pursuant to the Scheme, each Scheme Share will be cancelled as consideration for the allotment and issue of one STERIS Ireland ordinary share.

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All STERIS Ireland ordinary shares allotted to, or for the benefit of, the former holders of Scheme Shares in connection with the Scheme will be promptly issued at the effective time of the Scheme to a bank or trust company appointed by STERIS to act as exchange agent in connection with the Scheme (including its successors, affiliates or designees), or the Exchange Agent, or to the account of the Exchange Agent or, in the case of former holders of Scheme Shares deposited with DTC, to DTC.

As of December 31, 2019, over 99% of our shares were held in the name of a nominee. However, each shareholder should independently confirm how they hold shares.

If you wish to have your STERIS Ireland ordinary shares registered directly in your own name (and to be issued a share certificate, if requested) and you return the required documentation as set out on the letter of transmittal, you will not be charged any fees to do so by the Exchange Agent or STERIS Ireland.

Until persons holding certificates representing previous Scheme Shares or who were registered holders of Scheme Shares elect, in accordance with the procedures set forth in the letter of transmittal, as to how they want to hold their new STERIS Ireland ordinary shares, those persons will not be able to transfer their new STERIS Ireland ordinary shares. Such persons will, however, be able to vote their new STERIS Ireland ordinary shares through the Exchange Agent acting as their proxy pending formal delivery of title thereto.

Any STERIS Ireland ordinary shares issued to the Exchange Agent that remain undelivered to the former holders of Scheme Shares as of the 12 month anniversary of the effective time of the Scheme (or the termination of the Exchange Agent’s engagement, if later) will be delivered to STERIS Ireland or its designee, together with all entitlements (including dividend entitlements) arising therefrom, upon demand, and STERIS Ireland or its designee will thereafter continue to hold such shares and entitlements, as nominee for, and on behalf of, the former holders of Scheme Shares, on substantially similar terms as the Exchange Agent, pending formal delivery of legal title thereto, but subject to applicable abandoned property, escheat or similar laws. No interest shall be payable on any dividend entitlements or other amounts held, from time to time, by STERIS Ireland, the Exchange Agent or any of their respective affiliates or designees as nominee for any former holder of Scheme Shares, and none of STERIS Ireland, the Exchange Agent or any of their respective affiliates or designees shall be required to account to any former holder of Scheme Shares for same.

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If you elect to register your new STERIS Ireland ordinary shares directly in your own name or that of your designee, you should particularly note that subsequent transfers of STERIS Ireland ordinary shares may be subject to Irish stamp duty. Please see “Certain Ireland Tax Considerations – Stamp Duty” for a more detailed description of the Irish stamp duty. As a result, persons holding certificates representing Scheme Shares or who are a registered holder of Scheme Shares are strongly encouraged to deposit and maintain their holdings within the facilities of DTC going forward.

The terms of the Scheme are set out in full in Annex A of this proxy statement/prospectus. Your attention is also drawn to the further information contained in this proxy statement/prospectus which forms part of this Explanatory Statement.

Holders of record of STERIS shares will find included with this proxy statement/prospectus Forms of Proxy for use in respect of the Court Meeting and the General Meeting.

STERIS shareholders of record should complete and submit the Forms of Proxy in accordance with the accompanying instructions or appoint a proxy by telephone or through the Internet, so as to be received as soon as possible and in any event by no later than 9:00 a.m. United Kingdom time (4:00 a.m. Eastern time) in respect of the Court Meeting Form of Proxy and 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) in respect of the General Meeting Form of Proxy, on February 26, 2019.

Please note that, in respect of the Court Meeting, if the Court Meeting Form of Proxy, properly completed with respect to the business to be conducted at the Court Meeting, is not submitted by the relevant time, it may be handed to the chairman of the Court Meeting immediately prior to the commencement of that meeting. However, in the case of the General Meeting, unless the General Meeting Form of Proxy, properly completed with respect to the business to be conducted at the General Meeting, is submitted so as to be received by 9:15 a.m. United Kingdom time (4:15 a.m. Eastern time) on February 26, 2019 and in accordance with the instructions for the General Meeting Form of Proxy, it will be invalid. If the Court Meeting is adjourned, the Court Meeting Form of Proxy or your electronic or telephonic proxy appointment in respect of the Court Meeting must be received not later than 48 hours (excluding any part of a day which is not a working day) before the time and date set for the adjourned Court Meeting. If the General Meeting is adjourned, the General Meeting Form of Proxy or your electronic or telephonic proxy appointment in respect of the General Meeting must be received, properly completed not later than 48 hours (excluding any part of a day which is not a working day) before the time and date set for the adjourned General Meeting. The term “working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different STERIS shares. You may not appoint more than one proxy to exercise rights attached to any one STERIS share. To appoint more than one proxy, you should sign and submit your own forms of proxy, as required, that comply with the requirements set out in this notice, the proxy statement/prospectus of which this notice forms part and, in respect of the General Meeting, regulation 69 of STERIS’s articles of association (or contact Georgeson LLC at 1-888-206-5970 for further information).

The completion and return of a Form of Proxy or appointing a proxy electronically or telephonically will not prevent STERIS shareholders from attending and voting in person at the Court Meeting or, as applicable, the General Meeting, or any adjournment thereof, if they so wish.

In relation to the Court Meeting, a proxy appointed to vote in favor of the Scheme may vote (but not abstain) as he or she thinks fit on any modifications to the Scheme put to the meeting. In relation to the General Meeting, if STERIS shareholders do not give specific instructions on the resolutions to be considered at the

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General Meeting by placing a mark in the appropriate box, their proxy will be voted in favor of the resolutions. Unless STERIS shareholders specifically instruct otherwise, their proxy may also vote or abstain as he or she thinks fit on any other business which may properly come before the General Meeting. It is not possible to abstain at the Court Meeting.

Shareholders who return the Forms of Proxy duly executed and completed shall, in respect of the relevant Shareholder Meeting, appoint the proxy in respect of all their STERIS shares.

It is particularly important that as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair representation of opinion of the STERIS shareholders. You are therefore strongly urged to return your Forms of Proxy or appoint your proxy by telephone or Internet as soon as possible. The completion and return of a Form of Proxy or appointment of a proxy electronically or telephonically will not preclude you from attending either the Court Meeting or the General Meeting and voting in person, if you so wish.

January 31, 2019

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LISTING OF STERIS IRELAND SHARES TO BE ISSUED IN CONNECTION WITH THE REDOMICILIATION

STERIS Ireland ordinary shares currently are not traded or quoted on a stock exchange or quotation system. STERIS Ireland expects that, following the Scheme becoming Effective, STERIS Ireland ordinary shares will be listed for trading on the NYSE under the symbol “STE.” It is a condition of the Scheme that all of the STERIS Ireland ordinary shares issuable pursuant to the Scheme have been approved for listing on the NYSE, subject to official notice of issuance.

Upon the Scheme becoming Effective, the STERIS shares will be deregistered under the Securities Act and the Exchange Act, as appropriate, and delisted from the NYSE.

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FINANCING

On March 23, 2018, STERIS and Old STERIS entered into the Credit Agreement. The Credit Agreement provides up to $1.0 billion of credit, in the form of a revolver facility, which may be utilized for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit. The commitments under the Credit Agreement may be increased in specified circumstances by up to $500.0 million. The Credit Agreement will mature on March 23, 2023, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date.

On February 27, 2017, STERIS issued and sold the 2017 Notes. The 2017 Notes have maturities of between 10 and 15 years from the issue date. On May 15, 2015, Old STERIS issued and sold the 2015 Notes. The 2015 Notes have maturities of 10 to 15 years from the issue date. In February 2013, December 2012, and August 2008, Old STERIS issued and sold the Original Notes.

As of September 30, 2018, we had a total of $381.9 million of outstanding borrowings under the Credit Agreement and $888.9 million aggregate principal amount of Private Placement Notes outstanding.

The Redomiciliation would constitute a change of control under the Credit Agreement and the note purchase agreements governing the Private Placement Notes. Thus, in order to consummate the Redomiciliation without a default under our Credit Agreement or an obligation to make a change of control offer under the Private Placement Notes, we will be required to obtain amendments to the Existing Debt Agreements. We are currently working with the lenders under our Credit Agreement and the holders of the Private Placement Notes to (i) effect the Change of Control Amendment and (ii) effect the Covenant Amendment. We are also working with the lenders under our Credit Agreement to effect the Borrower Amendment. The Amendments will require approval of the lenders under our Credit Agreement and the holders of the Private Placement Notes. We may not be able to obtain the Change of Control Amendment or the Structural Amendments without paying significant fees, or at all. Any failure to consummate the Change of Control Amendment or the Structural Amendments could reduce the expected benefits of the Redomiciliation, which could cause us to defer or abandon the Redomiciliation.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax consequences of the Redomiciliation by way of the Scheme to U.S. Holders and Non-U.S. Holders (each as defined below) of STERIS shares, and of the subsequent ownership and disposition of STERIS Ireland ordinary shares received by such holders pursuant to the Scheme.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, judicial decisions, and the Ireland-United States Tax Treaty, or the Tax Treaty, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a holder as a result of the Redomiciliation or as a result of the ownership and disposition of STERIS Ireland ordinary shares. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING SUCH TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Redomiciliation or any other related matter. Thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This discussion is limited to considerations relevant to U.S. Holders and Non-U.S. Holders that hold STERIS shares, and, after the completion of the Scheme, STERIS Ireland ordinary shares, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant or important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

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As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of STERIS shares, and, after the Scheme, STERIS Ireland ordinary shares received pursuant to the Scheme, that is, for U.S. federal income tax purposes:

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of STERIS shares, and, after the Scheme, STERIS Ireland ordinary shares received pursuant to the Scheme, that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds STERIS shares, and, after the completion of the Scheme, STERIS Ireland ordinary shares received pursuant to the Scheme, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Scheme and the subsequent ownership and disposition of STERIS Ireland ordinary shares received pursuant to the Scheme.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDOMICILIATION. STERIS SHAREHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE REDOMICILIATION AND SCHEME AND OF THE OWNERSHIP AND DISPOSITION OF STERIS IRELAND ORDINARY SHARES AFTER THE SCHEME, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

The discussion under “—Certain U.S. Federal Income Tax Consequences to U.S. Holders and Non-U.S. Holders” constitutes the opinion of Jones Day, counsel to STERIS, as to the material U.S. federal income tax consequences of the Redomiciliation to U.S. Holders and Non-U.S. Holders of STERIS shares and of the

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ownership and disposition of STERIS Ireland ordinary shares received by such holders in the Scheme, in each case subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

U.S. Federal Income Tax Consequences of the Redomiciliation to STERIS and STERIS Ireland

Tax Residence of STERIS Ireland for U.S. Federal Tax Purposes

Under current U.S. federal tax law, a corporation generally will be considered to be a tax resident for U.S. federal income tax purposes in its country of organization or incorporation. Accordingly, under generally applicable U.S. federal tax rules, STERIS Ireland, which is incorporated under the laws of Ireland, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal tax purposes. These rules are relatively new and complex, require analysis of all relevant facts, including the impact of any transaction that may be treated as related to the Redomiciliation, and there is limited guidance as to their application.

Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal tax purposes (and, therefore, a U.S. tax resident subject to U.S. federal income tax) if each of the following three conditions are met: (i) the non-U.S. corporation acquires, directly or indirectly, substantially all of the assets held, directly or indirectly, by a U.S. corporation (including through the direct or indirect acquisition of all of the outstanding shares of the U.S. corporation, but generally excluding through the direct acquisition of all of the outstanding shares of a non-U.S. corporation that directly or indirectly owns shares of the U.S. corporation), which requirement is referred to in this proxy statement/prospectus as the “Acquisition Test”; (ii) after the acquisition, the non-U.S. corporation’s “expanded affiliated group” does not have substantial business activities in the non-U.S. corporation’s country of organization or incorporation relative to the expanded affiliated group’s worldwide activities (as determined under the Treasury Regulations); and (iii) after the acquisition, the former shareholders of the U.S. corporation hold at least 80% (by either vote or value) of the shares of the acquiring non-U.S. corporation by reason of holding shares of the U.S. corporation (which includes the receipt of the non-U.S. corporation’s shares in the acquisition), which requirement is referred to in this proxy statement/prospectus as the “Ownership Test.”

The Code and Treasury Regulations contain complex rules for purposes of applying the Acquisition Test and the Ownership Test. Based on such rules, and certain factual assumptions, neither the Acquisition Test nor the Ownership Test should be satisfied as a result of the Scheme. Although STERIS Ireland will acquire indirectly the assets of a U.S. corporation as a result of the Scheme, it did so by reason of its acquisition of STERIS, a non-U.S. corporation. Thus, the Acquisition Test should not be met. The Ownership Test should not be met because, in the Scheme, former shareholders of a U.S. corporation should not be treated as holding at least 80% (by either vote or value) of the STERIS Ireland ordinary shares by reason of holding shares of a U.S. corporation. Accordingly, the Acquisition Test and the Ownership Test should not be met and STERIS Ireland should not be treated as a U.S. corporation for U.S. federal income tax purposes. As mentioned above, however, the rules for determining whether a non-U.S. corporation will be treated as a U.S. corporation for U.S. federal income tax purposes under section 7874 of the Code are complex and require analysis of all relevant facts, including the impact of any transaction that may be treated as related to the Redomiciliation, and there is limited guidance as to their application. Therefore, no assurance can be given that the IRS will not challenge the STERIS Ireland’s treatment as a non-U.S. corporation for U.S. federal income tax purposes or that, if challenged, such treatment will be sustained by a court.

As discussed in the proxy statement/prospectus of STERIS Corporation dated February 6, 2015, or the 2015 proxy statement/prospectus, on Form S-4 filed with the Commission on February 6, 2015 in connection with the Combination, based on the laws in effect at the time the 2015 proxy statement/prospectus was filed, it

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was expected that STERIS should not be treated as a U.S. corporation for U.S. federal tax purposes as a result of the Combination. No ruling was requested or obtained from the IRS regarding the U.S. federal income tax consequences of the Combination or any other related matter. Thus, there can be no assurance that the IRS will not challenge STERIS’s treatment as a non-U.S. corporation for U.S. federal tax purposes or that, if challenged, such treatment will be sustained by a court. If the IRS were to successfully challenge STERIS’s treatment as a non-U.S. corporation, then STERIS would be treated as a U.S. corporation and STERIS Ireland’s acquisition of STERIS shares pursuant to the Scheme likely would satisfy the three conditions described above and STERIS Ireland likely would be treated as a U.S. corporation for U.S. federal income tax purposes.

If STERIS Ireland were to be treated as a U.S. corporation for U.S. federal tax purposes, it could be subject to substantial additional U.S. tax liability. The remainder of this discussion assumes that STERIS Ireland will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Certain U.S. Federal Income Tax Consequences to U.S. Holders and Non-U.S. Holders

U.S. Federal Income Tax Consequences of the Scheme to U.S. Holders and Non-U.S. Holders

The Scheme will qualify as a transaction described in Section 351 of the Code. Accordingly, for U.S. tax purposes, U.S. Holders and Non-U.S. Holders generally will not recognize gain or loss on the receipt of STERIS Ireland ordinary shares in exchange for STERIS shares pursuant to the Scheme. The adjusted tax basis for U.S. tax purposes of the STERIS Ireland ordinary shares received by such a holder in exchange for STERIS shares pursuant to the Scheme will be the same as the adjusted tax basis of the STERIS shares surrendered in exchange therefor, and the holding period of the STERIS Ireland ordinary shares received by such a holder in exchange for STERIS shares pursuant to the Scheme will include the period during which such shares STERIS shares were held on the date of the Scheme.

U.S. HOLDERS AND NON-U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR CONSEQUENCES TO THEM OF THE EXCHANGE OF STERIS SHARES FOR STERIS IRELAND ORDINARY SHARES PURSUANT TO THE SCHEME.

U.S. Federal Income Tax Consequences to U.S. Holders of the Ownership and Disposition of STERIS Ireland ordinary shares

The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of STERIS Ireland ordinary shares to STERIS shareholders who receive such STERIS Ireland ordinary shares pursuant to the Scheme.

Distributions on STERIS Ireland ordinary shares

The gross amount of any distribution on STERIS Ireland ordinary shares that is made out of STERIS Ireland’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will not qualify for the dividends-received deduction that may otherwise be allowed under the Code.

Dividends received by non-corporate U.S. Holders (including individuals), subject to the discussion below under “Passive Foreign Investment Company Status,” from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the United States which is determined by the U.S. Treasury Department to be satisfactory for purposes of these rules and which includes an exchange of information provision. The U.S. Treasury Department has determined that the Tax Treaty meets these

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requirements. A non-U.S. corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that shares listed on the NYSE (on which the STERIS Ireland ordinary shares will be traded) will be considered readily tradable on an established securities market in the United States. There can be no assurance that the STERIS Ireland ordinary shares will be considered readily tradable on an established securities market in future years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of STERIS Ireland’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Finally, STERIS Ireland will not constitute a qualified foreign corporation for purposes of these rules if it is a passive foreign investment company, or “PFIC,” for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under “Passive Foreign Investment Company Status.”

The amount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by STERIS Ireland, calculated by reference to the exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. Holder should not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. Holder includes the dividend payment in income to the date such U.S. Holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss. That currency exchange income or loss (if any) generally will be income or loss from U.S. sources for foreign tax credit limitation purposes.

To the extent that the amount of any distribution made by STERIS Ireland on the STERIS Ireland ordinary shares exceeds STERIS Ireland’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the U.S. Holder’s STERIS Ireland ordinary shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “Sale, Exchange, Redemption or Other Taxable Disposition of STERIS Ireland ordinary shares.”

Sale, Exchange, Redemption or Other Taxable Disposition of STERIS Ireland ordinary shares

Subject to the discussion below under “Passive Foreign Investment Company Status,” a U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of STERIS Ireland ordinary shares in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such shares. Any gain or loss recognized by a U.S. Holder on a taxable disposition of STERIS Ireland ordinary shares will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of STERIS Ireland ordinary shares will generally be treated as U.S. source gain or loss.

Passive Foreign Investment Company Status

Notwithstanding the foregoing, certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if STERIS Ireland is treated as a PFIC for any taxable year during which such U.S. Holder holds STERIS Ireland ordinary shares. A non-U.S. corporation, such as STERIS Ireland, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through

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rules, either (i) 75% or more of its gross income for such year is “passive income” (as defined in the relevant provisions of the Code) or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

STERIS Ireland is not currently expected to be treated as a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination made annually and, thus, is subject to change. With certain exceptions, the STERIS Ireland ordinary shares would be treated as stock in a PFIC if STERIS Ireland were a PFIC at any time during a U.S. Holder’s holding period in such U.S. Holder’s STERIS Ireland ordinary shares. There can be no assurance that STERIS Ireland will not be treated as a PFIC for any taxable year or at any time during a U.S. Holder’s holding period.

If STERIS Ireland were to be treated as a PFIC, unless a U.S. Holder elects to be taxed annually on a mark-to-market basis with respect to its STERIS Ireland ordinary shares, gain realized on any sale or exchange of such STERIS Ireland ordinary shares and certain distributions received with respect to such shares could be subject to additional U.S. federal income taxes, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. In addition, dividends received with respect to STERIS Ireland ordinary shares would not constitute qualified dividend income eligible for preferential tax rates if STERIS Ireland is treated as a PFIC for the taxable year of the distribution or for its preceding taxable year. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THEIR INVESTMENT IN THE STERIS IRELAND ORDINARY SHARES.

U.S. Federal Income Tax Consequences to Non-U.S. Holders of the Ownership and Disposition of STERIS Ireland ordinary shares

In general, a Non-U.S. Holder of STERIS Ireland ordinary shares will not be subject to U.S. federal income tax or, subject to the discussion below under “Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on STERIS Ireland ordinary shares or any gain recognized on a sale or other disposition of STERIS Ireland ordinary shares (including any distribution to the extent it exceeds the adjusted basis in the Non-U.S. Holder’s STERIS Ireland ordinary shares) unless:

A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends received by U.S. Holders of STERIS Ireland ordinary shares, and the proceeds received on the disposition of STERIS Ireland ordinary shares effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding.

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Certain U.S. holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information to the IRS relating to STERIS Ireland ordinary shares, subject to certain exceptions (including an exception for STERIS Ireland ordinary shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold STERIS Ireland ordinary shares. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING INFORMATION REPORTING REQUIREMENTS RELATING TO THEIR OWNERSHIP OF STERIS IRELAND ORDINARY SHARES.

Dividends paid with respect to STERIS Ireland ordinary shares and proceeds from the sale or other disposition of STERIS Ireland ordinary shares received in the United States by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. Holder provides to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-ECI, or otherwise establishes an exemption, and otherwise complies with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

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CERTAIN IRELAND TAX CONSIDERATIONS

The following is a summary of the material Irish tax considerations for the beneficial owners of STERIS shares who receive STERIS Ireland ordinary shares pursuant to the Scheme and who are the beneficial owners of such STERIS Ireland ordinary shares. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each of the shareholders. The summary is based upon Irish tax laws and the practice of the Irish Revenue Commissioners as at the date of this proxy statement/prospectus and correspondence with the Irish Revenue Commissioners. Changes in law and/or administrative practice may result in alteration of the tax considerations described below.

The summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and shareholders should consult their own tax advisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the Scheme, ownership and disposal of STERIS Ireland ordinary shares. The summary applies only to shareholders who will own STERIS Ireland ordinary shares as a capital asset and does not apply to other categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired their STERIS Ireland ordinary shares by virtue of an Irish office or employment (performed or carried on in Ireland).

Irish Tax on Chargeable Gains

General

The rate of chargeable gains in Ireland (where applicable) is 33%. Liability to Irish tax on chargeable gains depends on the individual circumstances of the STERIS shareholders and STERIS Ireland shareholders.

Non-resident shareholders

STERIS shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a trade carried on by such shareholders through an Irish branch or agency should not be within the charge to Irish tax on chargeable gains on the cancellation of their STERIS ordinary shares, or on receipt of the STERIS Ireland ordinary shares pursuant to the Scheme.

STERIS Ireland shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a trade carried on by such shareholders through an Irish branch or agency should not be liable for Irish tax on chargeable gains realized on a subsequent disposal of their STERIS Ireland ordinary shares.

Irish resident shareholders

STERIS shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or shareholders that hold their shares in connection with a trade carried on by such persons through an Irish branch or agency should be within the charge to Irish tax on chargeable gains arising on the cancellation of their STERIS shares, pursuant to the Scheme. However, such shareholders should not recognize any taxable gain or loss on the cancellation of the STERIS shares and the STERIS Ireland ordinary shares received pursuant to the Scheme should be treated as the same asset as their cancelled STERIS shares.

STERIS Ireland shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or shareholders that hold their shares in connection with a trade carried on by such persons through an Irish branch or agency should, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish tax on chargeable gains arising on a subsequent disposal of their STERIS Ireland ordinary shares.

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Where the treatment described above applies (i.e., where the STERIS Ireland ordinary shares are treated as the same asset as the cancelled STERIS shares) to the receipt of the STERIS Ireland ordinary shares in exchange for STERIS shares, a former STERIS’s shareholder’s base cost in the STERIS Ireland ordinary shares received would be the consideration paid by such shareholder for the STERIS shares when they were first acquired by that shareholder. In that case, any chargeable gain (or allowable loss) on a subsequent disposal or part disposal of the STERIS Ireland ordinary shares would be calculated by reference to this base cost.

A shareholder of STERIS Ireland who is an individual and who is temporarily not resident in Ireland may, under Irish anti-avoidance legislation still be liable to Irish tax on any chargeable gain realized upon a subsequent disposal of STERIS Ireland ordinary shares during the period in which such individual is a non-resident.

Stamp duty

General

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the price paid or the market value of the shares acquired, whichever is greater. Where Irish stamp duty arises it is generally a liability of the transferee.

No stamp duty should be payable on the cancellation of the STERIS shares or the issue of the STERIS Ireland ordinary shares pursuant the Scheme. Irish stamp duty may, depending on the manner in which the shares of STERIS Ireland are held, be payable in respect of transfers of STERIS Ireland ordinary shares after the Scheme.

Shares held through DTC

A transfer of STERIS Ireland ordinary shares effected by means of the transfer of book-entry interests in DTC should not be subject to Irish stamp duty. On the basis that most STERIS Ireland ordinary shares are expected to be held through DTC, it is anticipated that most transfers of STERIS Ireland shares should be exempt from Irish stamp duty.

Shares held outside of DTC or transferred into or out of DTC

A transfer of STERIS Ireland ordinary shares where any party to the transfer holds such shares outside of DTC may be subject to Irish stamp duty. Shareholders wishing to transfer their shares into (or out of) DTC may do so without giving rise to Irish stamp duty provided that:

Due to the potential Irish stamp duty charge on transfers of STERIS Ireland ordinary shares held outside DTC, it is strongly recommended that STERIS shareholders who do not hold their STERIS shares through DTC (or through a broker who in turn holds such shares through DTC) should, upon the Scheme being implemented, consider holding the STERIS Ireland ordinary shares received by them through DTC.

DWT

General

Distributions made by STERIS Ireland should, in the absence of one of many exemptions, be subject to DWT at the rate of 20%.

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For DWT purposes, a distribution includes any distribution that may be made by STERIS Ireland to its shareholders including cash dividends, non-cash dividends and additional stock taken in lieu of a cash dividend. Where an exemption does not apply in respect of a distribution made to a particular shareholder, STERIS Ireland is responsible for withholding DWT prior to making such distribution.

Exemptions

Irish domestic law provides that a non-Irish resident shareholder should not be subject to DWT on dividends received from STERIS Ireland if such shareholder is beneficially entitled to the dividend and is either:

and provided, in all cases noted above (but subject to “Shares held by U.S. resident shareholders” below), STERIS Ireland or, in respect of shares held through DTC, any qualifying intermediary appointed by STERIS Ireland, has received from the shareholder, where required, the relevant DWT Forms prior to the payment of the dividend. In practice, in order to ensure sufficient time to process the receipt of relevant DWT Forms, the shareholder where required should furnish the relevant DWT Forms to:

Links to the various DWT Forms are available at: https://www.revenue.ie/en/companies-and-charities/dividend-withholding-tax/exemptions-for-non-residents.aspx

Shareholders that are required to file DWT Forms in order to receive dividends free of DWT should note that such forms are generally valid, subject to a change in circumstances, until 31st December of the fifth year after the year in which such forms were completed.

For non-Irish resident shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

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Shares held by U.S. resident shareholders

Dividends paid in respect of STERIS Ireland ordinary shares that are owned by a U.S. resident and held through DTC should not be subject to DWT provided the address of the beneficial owner of such shares in the records of the broker holding such shares is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by STERIS Ireland). It is strongly recommended that such shareholders ensure that their information is properly recorded by their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by STERIS Ireland).

Dividends paid in respect of STERIS Ireland ordinary shares that are held outside of DTC should not be subject to DWT if the shareholder satisfies the conditions of one of the exemptions referred to above under the heading “Exemptions” including the requirement to provide a valid DWT Form (together with a completed IRS issued Form 6166) to STERIS Ireland’s transfer agent at least seven business days before the record date for the dividend to confirm its U.S. residence and claim an exemption. It is strongly recommended that STERIS Ireland shareholders who are U.S. residents and who wish to hold their STERIS Ireland ordinary shares outside of DTC complete the appropriate DWT Form and IRS Form 6166 and provide them to STERIS Ireland’s transfer agent as soon as possible.

If any shareholder that is resident in the United States receives a dividend from which DWT has been withheld, the shareholder should generally be entitled to apply for a refund of such DWT from the Irish Revenue Commissioners, provided the shareholder is beneficially entitled to the dividend.

Shares held by residents of Relevant Territories other than the United States

Shareholders who are residents of Relevant Territories, other than the United States, must satisfy the conditions of one of the exemptions referred to above under the heading “Exemptions” including the requirement to furnish valid DWT Forms, in order to receive dividends without suffering DWT.

If such shareholders hold their shares through DTC, they must provide the appropriate DWT Forms to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by STERIS Ireland) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the shareholder by the broker).

If such shareholders hold their shares outside of DTC, they must provide the appropriate DWT Forms to STERIS Ireland’s transfer agent at least seven business days before the record date for the dividend. It is strongly recommended that STERIS Ireland shareholders who are residents of Relevant Territories other than the United States and who receive STERIS Ireland ordinary shares pursuant to the Scheme, complete the appropriate DWT Forms and provide them to their brokers or STERIS Ireland’s transfer agent, as the case may be, as soon as possible after receiving their shares.

If any shareholder who is resident in a Relevant Territory receives a dividend from which DWT has been withheld, the shareholder may be entitled to a refund of DWT from the Irish Revenue Commissioners provided the shareholder is beneficially entitled to the dividend.

Shares held by residents of Ireland

Most Irish tax resident or ordinarily resident shareholders (other than Irish resident companies that have completed the appropriate DWT forms) should be subject to DWT in respect of dividends paid on their STERIS Ireland ordinary shares.

Shareholders that are residents of Ireland, but are entitled to receive dividends without DWT, must complete appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit

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the relevant information to a qualifying intermediary appointed by STERIS Ireland) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the shareholder by the broker) (in the case of shares held through DTC), or to STERIS Ireland’s transfer agent at least seven business days before the record date for the dividend (in the case of shares held outside of DTC).

STERIS Ireland shareholders who are resident or ordinarily resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisors.

Shares held by other persons

STERIS Ireland shareholders that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any shareholders are exempt from DWT, but receive dividends subject to DWT, such shareholders may apply for refunds of such DWT from the Irish Revenue Commissioners.

Dividends paid in respect of STERIS Ireland ordinary shares held through DTC that are owned by a partnership formed under the laws of a Relevant Territory and where all the underlying partners are residents in a Relevant Territory should be entitled to exemption from DWT if all of the partners complete the appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by STERIS Ireland) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the shareholder by the broker). If any partner is not a resident of a Relevant Territory, no partner is entitled to exemption from DWT.

Qualifying Intermediary

STERIS Ireland has put in place an agreement with an entity that is recognized by the Irish Revenue Commissioners as a “qualifying intermediary,” which will provide for certain arrangements relating to distributions in respect of shares of STERIS Ireland that are held through DTC, which are referred to as the “Deposited Securities.” The agreement provides that the qualifying intermediary will distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the Deposited Securities after STERIS Ireland delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

Income tax on dividends paid on STERIS Ireland ordinary shares

Irish income tax may arise for certain persons in respect of dividends received from Irish resident companies.

A shareholder that is not resident or ordinarily resident in Ireland and that is entitled to an exemption from DWT generally has no liability to Irish income tax or the universal social charge on a dividend from STERIS Ireland. An exception to this position may apply where such shareholder holds STERIS Ireland ordinary shares through a branch or agency in Ireland through which a trade is carried on.

A shareholder that is not resident or ordinarily resident in Ireland and that is not entitled to an exemption from DWT generally has no additional Irish income tax liability or liability to the universal social charge. The DWT deducted by STERIS Ireland discharges the liability to income tax and the universal social charge. An exception to this position may apply where the shareholder holds STERIS Ireland ordinary shares through a branch or agency in Ireland through which a trade is carried on.

Irish resident or ordinarily resident shareholders may be subject to Irish tax and (in the case of an individual) the universal social charge and/or Pay Related Social Insurance on dividends received from STERIS Ireland. Such STERIS Ireland shareholders should consult their own tax advisors.

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CAT

CAT comprises principally gift tax and inheritance tax. CAT could apply to a gift or inheritance of STERIS Ireland shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because STERIS Ireland shares are regarded as property situated in Ireland for Irish CAT purposes as the share register of STERIS Ireland must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is currently levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the donee and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €310,000 in respect of taxable gifts or inheritances received from their parents. STERIS Ireland shareholders should consult their own tax advisors as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

THE IRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. STERIS/STERIS IRELAND SHAREHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE TRANSACTION AND OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF STERIS IRELAND ORDINARY SHARES.

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CERTAIN UNITED KINGDOM TAX CONSIDERATIONS

The following is a summary of the material aspects of the United Kingdom taxation treatment of STERIS shareholders in respect of the Scheme and of STERIS Ireland shareholders in respect of their holding of shares of STERIS Ireland and does not purport to be either (i) a complete analysis of all tax considerations relating to the STERIS shares or (ii) an analysis of the tax position of STERIS. It is based on current U.K. legislation and what is understood to be current HM Revenue and Customs practice, both of which are subject to change, possibly with retrospective effect.

The summary is intended as a general guide and applies only to STERIS Ireland shareholders who are resident for tax purposes in the U.K., who hold their STERIS Ireland ordinary shares as an investment (other than under a personal equity plan or individual savings account) and who are the absolute beneficial owners of their STERIS Ireland ordinary shares. This summary does not deal with certain types of STERIS Ireland shareholders such as charities, dealers in securities, persons holding or acquiring shares in the course of a trade, persons who have or could be treated for tax purposes as having acquired their STERIS Ireland ordinary shares by reason of their employment, collective investment schemes, persons subject to U.K. tax on the remittance basis and insurance companies. STERIS shareholders are encouraged to consult an appropriate independent professional tax in respect of their tax position.

Taxation of Chargeable Gains

Taxation of the Scheme

Subject to the comments made below, the receipt of shares of STERIS Ireland by STERIS shareholders resident in the U.K. (“U.K. STERIS shareholders”) pursuant to the Scheme should be treated as a scheme of reconstruction for the purposes of section 136 of the Taxation of Chargeable Gains Act 1992 (“TCGA”). This means the relevant U.K. STERIS shareholders should not be treated as disposing of their STERIS shares and, instead, the STERIS Ireland shares received by them would be treated as the same asset, acquired at the same time, and for the same amount, as the STERIS shares in respect of which they are issued.

In the case of U.K. STERIS shareholders who alone, or together with persons connected with them, hold 5% or more of the shares or debentures, or any class of shares or debentures, of STERIS, this “rollover” treatment will only apply if the provisions of section 137(1) TCGA (scheme of reconstruction must be for bona fide commercial purposes and not part of a scheme for the avoidance of U.K. tax) do not prevent it. U.K. STERIS shareholders should note that no application for clearance (which would confirm that section 137(1) TCGA should not prevent the rollover treatment) has been made. If the Scheme is not treated as a scheme of reconstruction, U.K. resident shareholders of STERIS would be treated as having disposed of their entire holding of STERIS shares in consideration of the issue of the STERIS Ireland ordinary shares pursuant to the Scheme.

Disposal of STERIS Ireland ordinary shares

A disposal or deemed disposal of STERIS Ireland ordinary shares by a shareholder who is resident in the United Kingdom for tax purposes may, depending on the particular circumstances of the STERIS Ireland shareholder and subject to any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for CGT or corporation tax purposes.

Individuals

An individual STERIS Ireland shareholder who is resident in the United Kingdom for tax purposes and whose total taxable gains and income in a given tax year, including any gains made on the disposal or deemed disposal of his STERIS Ireland ordinary shares, are less than or equal to the upper limit of the income tax basic rate band applicable in respect of that tax year, or the Band Limit, will generally be subject to capital gains tax at a flat rate of 10% (2018/19) in respect of any gain arising on a disposal or deemed disposal of his STERIS Ireland ordinary shares, to the extent that the CGT annual exemption has been exceeded (£11,700 for 2018/19).

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Where a UK tax resident individual’s total taxable gains and income exceed the Band Limit, capital gains tax will be subject to tax at a rate of 20% (2018/19), to the extent that the CGT annual exemption has been exceeded.

If a gain (after having deducted the CGT annual exemption) causes a UK tax resident individual’s total gains and income to exceed the Band Limit, this gain will be subject to capital gains tax of 10% up to the Band Limit and 20% thereafter.

Corporation Tax Payers

A gain on the disposal or deemed disposal of STERIS Ireland ordinary shares by a person within the charge to U.K. corporation tax will form part of the person’s profits chargeable to corporation tax (the rate of which is currently 19% but is expected to reduce to 17% on April 1, 2020). For such STERIS Ireland shareholders tax indexation allowance may be available in respect of any deemed period of ownership of the STERIS Ireland shares prior to 1 January 2018 (after which point indexation allowance was abolished) in order to reduce any chargeable gain arising (but not to create or increase any allowable loss).

Overseas Shareholders and Temporary Non-residents

Subject to the paragraph below (dealing with temporary non-residents) STERIS Ireland shareholders who are not resident in the U.K. for U.K. tax purposes will not generally be subject to U.K. tax on chargeable gains, unless they carry on a trade, profession or vocation in the U.K. through a branch or agency or (in the case of a company) permanent establishment and the STERIS Ireland ordinary shares disposed of are used or held for the purposes of that branch, agency or permanent establishment.

However, STERIS Ireland shareholders who are not resident in the U.K. may be subject to charges to foreign taxation depending on their personal circumstances.

A STERIS Ireland shareholder who is an individual, who has ceased to be resident for tax purposes in the U.K. for a period of less than five years and who disposes of STERIS Ireland ordinary shares during that period may be liable to U.K. taxation on capital gains (subject to any available exemption or relief). If applicable, the tax charge will arise in the tax year that the individual returns to the U.K.

Taxation of Dividends on STERIS Ireland ordinary shares

STERIS Ireland will not be required to withhold tax at source from dividend payments it makes.

Individuals

Any STERIS Ireland shareholder who is an individual resident in the United Kingdom for tax purposes is entitled to a tax free dividend allowance of £2,000. Dividend income in excess of the dividend allowance will, when treated as the STERIS Ireland shareholder’s top slice of UK income, be subject to a tax rate of 7.5% for income up to the upper limit of the basic rate band, 32.5% for dividend income above the basic rate band but below the threshold for the additional rate income, and 38.1% for dividend income which falls in the additional rate income band (above the higher rate tax band).

Companies

STERIS Ireland shareholders within the charge to U.K. corporation tax which are “small companies” (for the purposes of U.K. taxation of dividends) will not generally be subject to tax on dividends paid on the STERIS Ireland shares, provided certain conditions are met.

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Other STERIS Ireland shareholders within the charge to U.K. corporation tax will not be subject to tax on dividends on the STERIS Ireland ordinary shares so long as (i) the dividends fall within an exempt class and (ii) the dividends do not fall within certain specified anti-avoidance provisions and (iii) the STERIS Ireland shareholder has not elected for the dividends not to be exempt. Each STERIS Ireland shareholder’s position will depend on its own specific circumstances, although it would normally be expected that dividends paid on the STERIS Ireland ordinary shares would fall within an exempt class. Examples of dividends that are within an exempt class are dividends in respect of portfolio holdings, where the recipient owns less than 10%. of the issued share capital of the payer (or any class of that share capital). STERIS Ireland shareholders will need to ensure that they satisfy the requirements of an exempt class before treating any dividend as exempt, and seek appropriate professional advice where necessary.

U.K. Stamp duty and stamp duty reserve tax (“SDRT”)

Issue of the STERIS Ireland ordinary shares

No U.K. SDRT will generally be payable, and no liability to stamp duty will arise, in respect of the issue of the STERIS Ireland ordinary shares including into the DTC system.

Subsequent Transfers of the STERIS Ireland ordinary shares

Transfers of the STERIS Ireland shares within the DTC system should not be subject to U.K. stamp duty or SDRT provided, in the case of stamp duty, that no instrument of transfer is executed in the U.K.

Transfers of STERIS Ireland ordinary shares that are held in certificated form should not generally be subject to U.K. stamp duty unless an instrument of transfer of the STERIS Ireland ordinary shares is executed in the U.K. or the transfer relates to something done in the U.K. Provided that the STERIS Ireland ordinary shares are not registered in a register in the U.K. maintained by, or on behalf of, STERIS Ireland, or such shares are not paired with U.K. shares, no U.K. SDRT should be payable on STERIS Ireland ordinary shares.

THE UNITED KINGDOM TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. STERIS/STERIS IRELAND SHAREHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE TRANSACTION AND OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF STERIS IRELAND ORDINARY SHARES.

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INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

In considering the unanimous recommendation of the STERIS Board to approve the Scheme, Special Resolution, Distributable Profits Resolution and other proposals at the Shareholder Meetings, STERIS shareholders should be aware that non-employee directors and executive officers of STERIS have certain interests in the Redomiciliation that may be different from, or in addition to, the interests of STERIS shareholders generally. These interests are described in more detail below. The STERIS Board was aware of and considered these interests, among other matters, in evaluating, negotiating and approving the Scheme and the Redomiciliation and in making its recommendation that the STERIS shareholders adopt the Scheme.

Continuing Executive and Non-Employee Director Positions

It is currently expected that the non-employee directors of STERIS immediately prior to the completion of the Redomiciliation will continue to serve as non-employee directors of STERIS Ireland following the Redomiciliation. In addition, it is currently expected that the executive officers of STERIS immediately prior to the completion of the Redomiciliation will continue to serve as executive officers, with substantially similar titles and positions, of STERIS Ireland following the Redomiciliation.

Indemnification and Insurance

STERIS’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from STERIS Ireland. See “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders” beginning on page 87 in this proxy statement/prospectus.

Required Vote

The Scheme requires approval by a majority in number of the STERIS shareholders present and voting at the Court Meeting (whether in person or by proxy), which majority represents at least 75% in value of the STERIS shares held by such STERIS shareholders. The Capital Reduction and certain other matters ancillary to the Scheme and its implementation, and the Distributable Profits Resolution, require approval by STERIS shareholders representing at least 75% of the total voting rights of those STERIS shareholders who (being entitled to do so) vote on the relevant resolution at the General Meeting (whether in person or by proxy).

If you are a shareholder of record and you fail to submit a proxy or vote in person at the Shareholder Meetings, or if your STERIS shares are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your STERIS shares, or you abstain (in the case of the General Meeting only since it is not possible to abstain at the Court Meeting), this will have no effect on the vote for the Scheme, Special Resolution and other resolutions proposed at the Shareholder Meetings.

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BOARD OF DIRECTORS AND MANAGEMENT AFTER THE REDOMICILIATION

Board of Directors

The Board of STERIS Ireland will include all eleven of the current STERIS Directors. Biographical information with respect to the current STERIS Directors can be found beginning on page 8 of STERIS’s Definitive Proxy Statement on Schedule 14A, filed on June 5, 2018 and incorporated herein by reference.

Committees of the STERIS Ireland Board of Directors

The STERIS Ireland Board is expected to form the following board committees: Audit, Compensation, Nominating and Governance and Compliance. It is anticipated that the membership of such committees will be comprised of the same directors that are members of the corresponding committees for STERIS before the Scheme becomes Effective. Information with regard to committee composition can be found beginning on page 19 of STERIS’s Definitive Proxy Statement on Schedule 14A, filed on June 5, 2018 and incorporated herein by reference, except that Dr. Sohi is no longer on the Audit Committee or the Nominating and Governance Committee, Dr. Shah is a member of the Compliance Committee, and Mr. Wareham is no longer a director.

Management

Walter M Rosebrough, Jr. (the current STERIS President and CEO) will be the President and CEO of STERIS Ireland. Subject to any changes that may be made from time to time, it is contemplated that the current senior management team of STERIS will comprise the senior management team of STERIS Ireland immediately following the consummation of the Redomiciliation.

Biographical information with respect to the current management of STERIS, including for Mr. Sudhir Pahwa even though he is no longer an executive officer, can be found in STERIS’s Form 10-K for the fiscal year 2018 and the Form 8-K filed on August 6, 2018, both of which are incorporated herein by reference.

Compensation of STERIS Ireland’s Executive Officers and Non-Employee Directors

As a newly formed company with no operations, STERIS Ireland has not paid any executive or non-employee director compensation or adopted any executive or non-employee director compensation programs. Following the Redomiciliation, it is expected that: (i) the compensation committee of the STERIS Ireland Board will, pursuant to the responsibilities outlined in its charter, oversee and determine the compensation of the executive officers; and (ii) the nominating and governance committee of the STERIS Ireland Board, pursuant to the responsibilities outlined in its charter, and the STERIS Ireland Board will oversee and determine the compensation of the executive officers.

Information regarding the historical compensation paid by STERIS to its Named Executive Officers, all of whom are expected to be named executive officers of STERIS Ireland, and its non-employee directors, all of whom (other than Mr. Wareham) are expected to be non-employee directors of STERIS Ireland, is contained in STERIS’s Definitive Proxy Statement on Schedule 14A for its 2018 Annual Meeting of Shareholders and incorporated by reference herein. See “Where You Can Find More Information” beginning on page 124.

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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The first table below reflects the number of STERIS shares beneficially owned as of December 31, 2018, by each director, the chief executive officer, the chief financial officer, and the Named Executive Officers, and by all directors and executive officers of STERIS as a group. The second table below reflects the number of Career Restricted Stock Units (“CRSUs”) held by certain non-employee directors as elected by them under STERIS’s Non-Employee Director Compensation Program.

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Securities Ownership of Principal Shareholders

The following table shows certain information with respect to all persons known by STERIS to beneficially own more than five percent of STERIS’ outstanding ordinary shares, based on 84,572,022 STERIS ordinary shares outstanding as of December 31, 2018.

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DESCRIPTION OF STERIS IRELAND SHARES

Description of STERIS Ireland ordinary shares

The following description of STERIS Ireland ordinary shares is a summary. This summary does not purport to be complete and, along with the other statements in this section, is qualified in its entirety by reference to, and is subject to, the complete text of the STERIS Ireland Constitution that will be in effect immediately following the completion of the Redomiciliation, which will be substantially in the form filed as Annex C to this proxy statement/prospectus. You are urged to read the STERIS Ireland Constitution and relevant provisions of the Irish Companies Act for a more complete understanding of the rights conferred by STERIS Ireland ordinary shares. The following summary is not a description of STERIS Ireland’s Constitution currently in effect.

There are differences between STERIS’s current articles of association and STERIS Ireland’s Constitution as they will be in effect after the Scheme becomes Effective. Certain provisions of STERIS’s current articles of association will not be replicated in STERIS Ireland’s Constitution, and certain provisions that will be included in STERIS Ireland’s Constitution are not in STERIS’s current articles of association. See the section captioned “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders” beginning on page 87.

Except where otherwise indicated, the description below reflects the STERIS Ireland Constitution as those documents will be in effect as of the Effective Date.

Capital Structure

The rights of and restrictions applicable to the STERIS Ireland ordinary shares are prescribed in the STERIS Ireland Constitution, subject to the Irish Companies Act.

Authorized Share Capital

STERIS Ireland has an authorized share capital of $37,500,550,000 comprising 500,000,000 ordinary shares of $75 each, 500,000,000 ordinary shares of $0.001 each and 50,000,000 preferred shares of $0.001 each, plus €25,000 divided into 25,000 deferred ordinary shares of €1.00 each.

The 500,000,000 ordinary shares of $75 each and the 500,000,000 ordinary shares of $0.001 each constitute the same class and rank pari passu in all respects. The ordinary shares of par value $75 per share are being issued pursuant to the Scheme and, unless the STERIS Ireland Board determines otherwise, all other issuances of ordinary shares shall be ordinary shares of par value $0.001 (including any shares to be issued upon the exercise or vesting of any equity share awards).

The authorized share capital includes €25,000 divided into 25,000 deferred ordinary shares of €1.00 each in order to satisfy minimum statutory capital requirements for all Irish public limited companies. The holder of the deferred ordinary shares is not entitled to receive any dividend or distribution, to attend, speak or vote at any general meeting, and has no effective rights to participate in the assets of STERIS Ireland.

Under the STERIS Ireland Constitution, STERIS Ireland may issue shares up to its maximum authorized share capital. The authorized share capital may be increased or reduced by a resolution approved by a simple majority of the votes cast at a general meeting of the shareholders, referred to under Irish law as an “ordinary resolution.”

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Under Irish law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the constitution or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. The STERIS Ireland Constitution authorizes the STERIS Ireland Board to allot shares of STERIS Ireland with an aggregate par value amount up to the maximum of its authorized but unissued share capital without shareholder approval for a period of five years from the date of adoption of the STERIS Ireland Constitution. The authority to issue preferred shares provides us with the flexibility to consider and respond to future business needs and opportunities as they arise from time to time, including in connection with capital raising, financing and acquisition transactions or opportunities.

Under the STERIS Ireland Constitution, the STERIS Ireland Board will be authorized to issue preferred shares on a non-pre-emptive basis, with discretion as to the terms attaching to the preferred shares, including as to voting, dividend and conversion rights and priority relative to other classes of shares with respect to dividends and upon a liquidation. As described in the preceding paragraph, this authority extends until five years from the date of the adoption of the STERIS Ireland Constitution, at which time it will expire unless renewed by our shareholders.

Notwithstanding this authority, under the Irish Takeover Rules (as defined below) the STERIS Ireland Board would not be permitted to issue any of the shares, including preferred shares, during a period when an offer has been made for STERIS Ireland or is believed to be imminent unless the issue is (i) approved by our shareholders at a general meeting; (ii) consented to by the Irish Takeover Panel on the basis it would not constitute action frustrating the offer; (iii) consented to by the Irish Takeover Panel and approved by ordinary resolutions of shareholders; (iv) consented to by the Irish Takeover Panel in circumstances where a contract for the issue of the shares had been entered into prior to that period; or (v) consented to by the Irish Takeover Panel in circumstances where the issue of the shares was decided by our directors prior to that period and either action has been taken to implement the issuance (whether in part or in full) prior to such period or the issuance was otherwise in the ordinary course of business.

While STERIS Ireland does not have any current specific plans, arrangements or understandings, written or oral, to issue any preferred shares for any purpose, we are continually evaluating our financial position and analyzing the possible benefits of issuing additional debt securities, equity securities, convertible securities or a combination thereof in connection with, among other things: (i) repaying indebtedness; (ii) financing acquisitions; or (iii) strengthening our balance sheet. The availability of preferred shares gives us flexibility to respond to future capital raising, financing and acquisition needs and opportunities without the delay and expense associated with holding an extraordinary general meeting of our shareholders to obtain further shareholder approval.

The STERIS Ireland Constitution will permit the STERIS Ireland Board, without shareholder approval, to determine the terms of any preferred shares that we may issue.

Irish law does not recognize fractional shares held of record. Accordingly, the STERIS Ireland Constitution does not provide for the issuance of fractional ordinary shares, and our official Irish share register will not reflect any fractional shares.

Issued Share Capital

The Scheme will result in each Scheme Share being cancelled and an equivalent number of STERIS ordinary shares being re-issued to STERIS Ireland, and STERIS shareholders will receive one STERIS Ireland ordinary share as consideration for each STERIS ordinary share so cancelled which is subject to the Scheme.

An additional 25,000 deferred STERIS Ireland deferred shares will be issued to Matsack Nominees Limited to meet the Irish statutory minimum capital requirements of an Irish public limited company. The

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deferred ordinary shares will remain outstanding following the completion of the Redomiciliation and will continue to be held thereafter by Matsack Nominees Limited until redeemed or surrendered. These STERIS Ireland deferred shares (i) will not have any voting rights, (ii) will not entitle the holders thereof to any dividends or other distributions of STERIS Ireland, and (iii) will not entitle the holders thereof to participate in the surplus assets of STERIS Ireland on a winding-up beyond, in total, the nominal value of such STERIS Ireland deferred shares held (subject to the prior repayment of the amount paid-up on each of the STERIS Ireland shares plus an additional amount of $5,000,000 in cash per ordinary share). Accordingly, these STERIS Ireland deferred shares will not dilute the economic ownership of the STERIS Ireland shareholders.

Under the STERIS Ireland Constitution, subject to the Irish Companies Act, the STERIS Ireland Board (or an authorized committee of the STERIS Ireland Board) is authorized to approve the allotment, issue, grant and disposal of, or otherwise deal with, shares, options, equity awards, rights over shares, warrants, other securities and derivatives (including unissued shares) in or of STERIS Ireland to such persons, at such times and on such terms as it thinks fit (including specifying the conditions of allotment of shares for the purposes of the Irish Companies Act).

Preemptive Rights

Under Irish law, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, STERIS Ireland has opted to disapply these preemption rights in the STERIS Ireland Constitution in respect of shares of STERIS Ireland with an aggregate par value amount up to the maximum of its authorized but unissued share capital.

Irish law requires this disapplication to be renewed at least every five years by 75% of the votes cast at a general meeting of shareholders, referred to under Irish law as a “special resolution.” If the disapplication is not renewed, shares issued for cash must be offered to existing shareholders of STERIS Ireland on a pro rata basis to their existing shareholdings before the shares may be issued to any new shareholders.

Statutory preemption rights do not apply (i) where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition), (ii) to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or (iii) where shares are issued pursuant to an employee stock option or similar equity plan.

Dividends

Under Irish law, STERIS Ireland will be able to declare dividends and make distributions only out of “distributable profits.” Distributable profits are the accumulated realized profits of STERIS Ireland that have not previously been utilized in a distribution or capitalization less accumulated realized losses that have not previously been written off in a reduction or reorganization of capital, and include reserves created by way of a reduction of capital. In addition, no distribution or dividend may be paid or made by STERIS Ireland unless the net assets of STERIS Ireland are equal to, or exceed, the aggregate of STERIS Ireland’s called up share capital plus its undistributable reserves and the distribution does not reduce STERIS Ireland’s net assets below such aggregate. Undistributable reserves include the undenominated capital, the capital redemption reserve fund and the amount by which STERIS Ireland’s accumulated unrealized profits that have not previously been utilized by any capitalization exceed STERIS Ireland’s accumulated unrealized losses that have not previously been written off in a reduction or reorganization of capital.

The determination as to whether or STERIS Ireland has sufficient distributable profits to fund a dividend must be made by reference to its “relevant financial statements.” The “relevant financial statements” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Act, which give a “true and fair view” of STERIS Ireland’s unconsolidated financial position and accord with accepted accounting practice.

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The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the STERIS Ireland Constitution. The STERIS Ireland Constitution authorizes the STERIS Ireland Board to declare interim dividends without shareholder approval if it considers that the financial position of STERIS Ireland justifies such payment. The STERIS Ireland Board may also recommend a dividend to be approved and declared by the shareholders at a general meeting. No dividend issued may exceed the amount recommended by the STERIS Ireland Board. The STERIS Ireland Constitution provides that dividends may be paid in cash, property or paid-up shares.

Except as otherwise provided by the rights attached to the shares, all shares will carry a pro rata entitlement to the receipt of dividends. Unless provided for by the rights attached to a STERIS Ireland ordinary share, no dividend or other monies payable by STERIS Ireland in respect of a STERIS Ireland ordinary share shall bear interest.

If a dividend cannot be paid to a STERIS Ireland shareholder or otherwise remains unclaimed, the STERIS Ireland Board may pay it into a separate STERIS Ireland account and STERIS Ireland will not be a trustee in respect thereof. A dividend that remains unclaimed for a period of twelve years after the payment date will be forfeited and will revert to STERIS Ireland.

Share Repurchases, Redemptions and Conversions

Repurchases and Redemptions

The STERIS Ireland Constitution provides that STERIS Ireland may purchase its own shares and redeem outstanding redeemable shares. Under the Irish law, shares can only be purchased or redeemed out of: (i) distributable reserves; or (ii) the proceeds of a new issue of shares made for the purpose of the purchase or redemption.

Under the Irish Companies Act, a company may purchase its own shares either (i) “on-market” on a recognized stock exchange, which includes the NYSE; or (ii) “off-market” (i.e., otherwise than on a recognized stock exchange).

For STERIS Ireland to make “on-market” purchases of its ordinary shares, shareholders must provide general authorization to the company to do so by way of an ordinary resolution. For so long as a general authority is in force, no additional shareholder authority for a particular “on-market” purchase is required. Such authority can be given for a maximum period of five years before it requires to be renewed, and must specify: (i) the maximum number of shares that may be purchased; and (ii) the maximum and minimum prices that may be paid for the shares by specifying particular sums or providing a formula.

For an “off-market” purchase, the proposed purchase contract must be authorized by special resolution of the shareholders before the contract is entered into.

Separately, STERIS Ireland can redeem (as opposed to purchase) its redeemable shares once permitted to do so by its articles (without the requirement for additional shareholder authority).

STERIS Ireland’s Constitution provides that, unless the STERIS Ireland Board determines otherwise, any ordinary share that STERIS Ireland has agreed to acquire shall be automatically converted into a redeemable share. Accordingly, for purposes of the Irish Companies Act, unless the STERIS Ireland’s Board determines otherwise, the purchase of ordinary shares by STERIS Ireland will technically be effected as a redemption of those shares. If STERIS Ireland’s Constitution did not contain such provision, purchases of ordinary shares by STERIS Ireland would require to be effected as “on-market” or “off-market” purchases, as described above.

Repurchased and redeemed shares may be cancelled or held as treasury shares, provided that the par value of treasury shares held by STERIS Ireland at any time must not exceed 10% of the par value of STERIS Ireland’s issued share capital.

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Purchases by Subsidiaries

Under Irish law, a subsidiary of STERIS Ireland may purchase the shares of STERIS Ireland either “on-market” or “off-market,” provided such purchases are authorized by the shareholders of STERIS Ireland as outlined above. The redemption option is not available to a subsidiary of STERIS Ireland.

The number of ordinary shares held by STERIS Ireland’s subsidiaries at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued shares capital. While a subsidiary holds any of our shares, it cannot exercise voting rights in respect of those shares. The acquisition of our ordinary shares by a subsidiary must be funded out of distributable profits of the subsidiary.

STERIS Ireland cannot exercise any rights in respect of any treasury shares. Treasury shares can either be held in treasury, re-issued “on-market” or “off-market” or cancelled. Depending on the circumstances of their acquisition, treasury shares may be held indefinitely or require to be cancelled after one or three years. The re-issue of treasury shares requires to be made pursuant to a valid and subsisting shareholder authority given by way of a special resolution.

Any shares of STERIS Ireland purchased and held by subsidiaries will count as treasury shares and will be included in the calculation of the 10% permitted treasury threshold.

Consolidation and Division; Subdivision

Under the Irish Companies Act, STERIS Ireland may, by ordinary resolution, consolidate and divide all or any of its share capital into shares of larger par value than its existing shares, or subdivide its shares into smaller amounts.

Reduction of Share Capital

STERIS Ireland may reduce its share capital by way of a court approved procedure that also requires approval by special resolution of STERIS Ireland shareholders at a general meeting.

Lien on Shares, Calls on Shares and Forfeiture of Shares

The STERIS Ireland Constitution provides that STERIS Ireland will have a first and paramount lien on every share that is not a fully paid up share for an amount equal to the unpaid portion of such share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares may be forfeited. STERIS Ireland will not have a lien on any fully paid shares. These provisions are customary in the constitution of an Irish public company limited by shares.

General Meetings of Shareholders

STERIS Ireland must hold its annual general meeting within the nine month period beginning with the day following its accounting reference date (which is its accounting year end of March 31).

In addition to any SEC mandated resolutions, the business of STERIS Ireland’s annual general meeting is required to include: (a) the consideration of STERIS Ireland’s statutory financial statements; (b) the review by the shareholders of STERIS Ireland’s affairs; (c) the election and reelection of directors in accordance with the STERIS Ireland Constitution; (d) the appointment or reappointment of the Irish statutory auditors; (e) the authorization of the directors to approve the remuneration of the statutory auditors; and (f) the declaration of dividends (other than interim dividends).

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The STERIS Ireland Constitution provides that the STERIS Ireland Board may convene general meetings of the shareholders at any place they so designate. All general meetings, other than annual general meetings, are referred to as “extraordinary general meetings” at law.

If a general meeting is held outside Ireland, STERIS Ireland has a duty, at its expense, to make all necessary arrangements to ensure that shareholders can by technological means participate in any such meeting without leaving Ireland.

The STERIS Ireland Constitution requires that notice of an annual general meeting of shareholders must be delivered to the shareholders at least 21 clear days and no more than 60 clear days before the meeting. Shareholders must be notified of all general meetings (other than annual general meetings) at least 14 clear days and no more than 60 clear days prior to the meeting (provided that, in the case of an extraordinary general meeting for the passing of a special resolution, at least 21 clear days’ notice is required).

Notice periods for general meetings can be shortened if all shareholders entitled to attend and vote at the meeting agree to hold the meeting at short notice.

“Clear days” means calendar days and excludes (1) the date on which a notice is given or a request received; and (2) the date of the meeting itself.

Calling Special Meetings of Shareholders

The STERIS Ireland Constitution provides that general meetings of shareholders may be called on the order of the STERIS Ireland Board.

Under Irish law, one or more shareholders representing at least 10% of the paid up share capital of STERIS Ireland carrying voting rights have the right to requisition the holding of an extraordinary general meeting. For details of the relevant procedural requirements, see “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders—Shareholder Proposals” beginning on page 101.

Serious Loss of Capital

If the directors of STERIS Ireland become aware that the assets of STERIS Ireland are half or less of the amount of STERIS Ireland’s called up share capital, the directors must convene an extraordinary general meeting of STERIS Ireland not later than 28 days after the earliest day on which that fact is known to a director (and the general meeting must be convened for a date not later than 56 days from that day). The meeting must be convened for the purpose of considering whether any, and if so what, measures should be taken to address the situation.

Quorum for Meetings of Shareholders

Under the STERIS Ireland Constitution, holders of at least a simple majority of the shares issued and entitled to vote at a general meeting, shall constitute a quorum.

The necessary quorum at a separate general meeting of the holders of any class of shares shall be holders of at least a simple majority of that class of shares issued and entitled to vote.

Voting Rights

Under the STERIS Ireland Constitution, each holder of STERIS Ireland ordinary shares is entitled to one vote for each ordinary share that he or she holds as of the record date for the meeting. The holder of the deferred ordinary shares is not entitled to a vote. No voting rights shall be exercised in respect of any shares held as treasury shares. Any shares held by the subsidiaries will count as treasury shares for this purpose, and such subsidiaries cannot therefore exercise any voting rights in respect of those shares.

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All resolutions at an annual general meeting or other general meeting will be decided on a poll.

On a poll every shareholder who is present, in person or by proxy, at the general meeting, is entitled to one vote for every STERIS Ireland ordinary share held by such shareholder.

On a separate general meeting of the holders of any class of shares, all votes will be taken on a poll and each holder of shares of the class will, on a poll, have one vote in respect of every share of that class held by such shareholder.

Under the Irish Companies Act and the STERIS Ireland Constitution, certain matters require “ordinary resolutions,” which must be approved by at least a majority of the votes cast, in person or by proxy, by shareholders at a general meeting, and certain other matters require “special resolutions,” which require the affirmative vote of at least 75% of the votes cast, in person or by proxy, by shareholders at a general meeting.

An ordinary resolution is needed (among other matters) to: remove a director; provide, vary or renew the directors’ authority to allot shares and to appoint directors (where appointment is by shareholders).

A special resolution is needed (among other matters) to: alter a company’s constitution, exclude statutory preemptive rights on allotment of securities for cash (up to five years); reduce a company’s share capital; re-register a public company as a private company (or vice versa); and approve a scheme of arrangement.

The chairman at a general meeting has a casting vote if equal votes are cast for and against a resolution on a poll.

Cumulative voting is not recognized under Irish law.

Shareholder Action by Written Consent

Under Irish law, a public limited company’s shareholders can pass a resolution by written consent.

Variation of Rights Attaching to a Class of Shares

Under the STERIS Ireland Constitution and the Irish Companies Act, any variation of class rights attaching to our issued shares must be approved by a special resolution of our shareholders of the affected class or with the consent in writing of the holders of 75% of all the votes of that class of shares.

Inspection of Books and Records

Generally, the register of shareholders of STERIS Ireland may be inspected during business hours (1) for free, by its shareholders, and (2) for a fee by any other person.

Documents may be copied for a fee.

The service contracts, if any, of STERIS Ireland’s directors can be inspected by shareholders without charge and during business hours. A “service contract” includes any contract under which such a director undertakes personally to provide services to the company or a subsidiary company, whether in that person’s capacity as a director, an executive officer or otherwise. Service contracts with an unexpired term of less than three years are not required to be kept for inspection.

The shareholders of STERIS Ireland have the right to receive a copy of the STERIS Ireland Constitution.

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The shareholders of STERIS Ireland may also inspect, without charge and during business hours, the minutes of meetings of the shareholders and obtain copies of the minutes for a fee.

In addition, the published annual statutory financial statements of STERIS Ireland are required to be available for shareholders at a general meeting and a shareholder is entitled to a copy of these financial statements. The shareholders have a right to receive financial statements of subsidiaries that have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors’ report must be circulated to the shareholders with the financial statements prepared in accordance with Irish law 21 days before the annual general meeting and must be read to the shareholders at the annual general meeting.

Under Irish law, the shareholders of a company do not have the right to inspect the corporate books of a subsidiary of that company.

Acquisitions

Shareholder Approval of Merger or Consolidation

Irish law recognizes the concept of a statutory merger in three situations: (1) a domestic merger where an Irish private limited company merges with another Irish company (not being a public limited company) under Part 9 of the Irish Companies Act; (2) a domestic merger where an Irish public limited company merges with another Irish company under Part 17 of the Irish Companies Act; and (3) a cross border merger, where an Irish company merges with another company based in the European Economic Area under the European Communities (Cross Border Merger) Regulations 2008 of Ireland.

Under Irish law and subject to applicable U.S. securities laws and NYSE rules and regulations, where STERIS Ireland proposes to acquire another company, approval of STERIS Ireland’s shareholders is not required, unless effected as a direct domestic merger or direct cross-border merger as referred to above.

Under Irish law, where another company proposes to acquire STERIS Ireland, the requirement for the approval of the shareholders of STERIS Ireland depends on the method of acquisition.

Schemes of Arrangement

Under Irish law, schemes of arrangement are arrangements or compromises between a company and any class of shareholders or creditors, and are used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers (similar to a merger in the United States). Such arrangements require the approval of: (i) a majority in number of shareholders or creditors (as the case may be) representing 75% in value of the creditors or class of creditors or shareholders or class of shareholders present and voting either in person or by proxy at a special meeting convened by order of the court; and (ii) the High Court of Ireland.

Once approved by the requisite shareholder and creditor majority, sanctioned by the High Court of Ireland and becoming effective, all shareholders and/or, as the case may be, creditors of the relevant class are bound by the terms of the scheme. Dissenting shareholders have the right to appear at the High Court hearing and make representations in objection to the scheme.

Takeover offer

The Irish Companies Act also provides that where (i) a takeover offer is made for shares, and (ii) following the offer, the offeror has acquired or contracted to acquire not less than 80% of the shares to which the offer relates, the offeror may require the other shareholders who did not accept the offer to transfer their shares on the terms of the offer.

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A dissenting shareholder may object to the transfer on the basis that the offeror is not entitled to acquire its shares or to specify terms of acquisition different from those in the offer by applying to the court within 30 days of the date on which notice of the transfer was given. In the absence of fraud or oppression, and subject to strict compliance with the terms of the statute, the court is unlikely to order that the acquisition shall not take effect, but it may specify terms of the transfer that it finds appropriate.

A minority shareholder is also entitled in similar circumstances to require the offeror to acquire his or her shares on the terms of the offer.

Statutory Mergers

It is also possible for STERIS Ireland to be acquired by way of a domestic or cross-border statutory merger, as described above. Such mergers must be approved by a special resolution of shareholders. If the consideration being paid to shareholders is not all in the form of cash, dissenting shareholders may be entitled to require that their shares be acquired for cash.

Asset Sales/Business Combinations

The STERIS Ireland Constitution provides that an ordinary resolution of the shareholders of STERIS Ireland is required for certain transactions relating to the sale of all or substantially all of the property or assets of STERIS Ireland other than to members of STERIS Ireland’s group of companies.

Related-Party Transactions

STERIS Ireland will be subject to the rules of the NYSE regarding related-party transactions.

Under Irish law, certain transactions between STERIS Ireland and any director of STERIS Ireland are prohibited unless approved by the shareholders, such as loans, credit transactions and substantial property transactions. This prohibition extends to transactions with close personal relations and companies controlled by any such director.

Shareholder Suits

Under Irish law, the power to initiate a lawsuit on behalf of the company is generally a matter for the board of directors, and shareholders’ rights to initiate a derivative lawsuit on behalf of the company are limited.

The central question at issue in deciding whether a shareholder may be entitled to bring a derivative action is whether, unless the action is brought, a wrong committed against the company would go unredressed.

The principal case law in Ireland indicates that to bring a derivative action, a person must first establish a prima facie case: (a) that the company is entitled to the relief claimed; and (b) that the action falls within one of the five exceptions derived from case law, as follows: (1) where an ultra vires or illegal act is perpetrated; (2) where more than a bare majority is required to ratify the “wrong” complained of; (3) where the shareholders’ personal rights are infringed; (4) where a fraud has been perpetrated upon a minority by those in control; or (5) where the justice of the case requires.

While Irish law only permits a shareholder to bring a derivative action and initiate a lawsuit on behalf of the company in limited circumstances, it does permit a shareholder whose name is on the register of shareholders of a company to apply for a court order where the company’s affairs are being conducted or the powers of the company’s directors are being exercised: (1) in a manner oppressive to him or her or any of the shareholders; or (2) in disregard of his or her or their interests as shareholders.

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Oppression connotes conduct that is burdensome, harsh and wrongful. Furthermore, the oppression or the disregard of interests must result from either the conduct of the affairs of the company or the exercise of the powers of the directors.

This is a statutory remedy and an Irish court has wide discretion to make such order as it sees fit.

Lawsuits brought by a shareholder on behalf of the company must be brought exclusively in the courts of Ireland when they are related to or in connection with a derivative claim, an alleged breach of fiduciary or other duty by a director, officer or employee of STERIS Ireland or any other claim against STERIS Ireland or its directors, officers and employees under Irish law or pursuant to the constitution.

Short Swing Profits

As a company listed on the NYSE and subject to the Exchange Act, directors and officers of STERIS Ireland would be subject to the U.S. securities laws, including the prohibitions on “short swing” trading.

Disclosure of Interests in Shares

The Schedule 13D and Schedule 13G reporting regime will continue to apply to STERIS Ireland as it will have its shares registered under Section 12 of the Exchange Act.

Under the Irish Companies Act, a shareholder must notify us if, as a result of a transaction, the shareholder will become interested in three percent or more of our voting shares, or if as a result of a transaction a shareholder who was interested in three percent or more of our voting shares ceases to be so interested. Where a shareholder is interested in three percent or more of our voting shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the voting shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue). Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any of our shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.

In addition, Irish law provides that a company may, by notice in writing, require a person whom the company knows or reasonably believes to be or to have been within the three preceding years, interested in its issued voting share capital to: (1) confirm whether this is or is not the case; and (2) if this is the case, to give further information that it requires relating to his or her interest and any other interest in the company’s shares of which he or she is aware.

The disclosure must be made within a reasonable period as specified in the relevant notice which may be as short as one or two days.

If the recipient of the notice fails to respond within the reasonable time period specified in the notice, we may apply to the High Court of Ireland for an order directing that the affected shares be subject to certain restrictions, as prescribed by the Irish Companies Act, as follows: (1) any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with shares and any issue of shares, shall be void; (2) no voting rights shall be exercisable in respect of those shares; (3) no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and (4) no payment shall be made of any sums due from us on those shares, whether in respect of capital or otherwise.

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The court may also order that shares subject to any of these restrictions be sold with the restrictions terminating upon the completion of the sale.

In the event we are in an offer period pursuant to the Irish Takeover Rules, accelerated disclosure provisions apply for persons holding an interest in our securities of one percent or more.

Irish Takeover Rules

Following the completion of the Redomiciliation, STERIS Ireland will be subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules promulgated thereunder, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in the case of multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the Board of STERIS Ireland will not be permitted, without shareholder approval, to take certain actions that might frustrate an offer for STERIS Ireland once the Board of STERIS Ireland has received an approach that may lead to an offer or has reason to believe an offer is, or may be, imminent.

STERIS is not currently subject to the U.K.’s City Code on Takeovers and Mergers. However, the STERIS articles of association currently provide the STERIS Board with the power to regulate takeovers and attempted takeovers of the company in a manner which, to some extent, replicates or is similar to the provisions of the U.K. City Code on Takeovers and Mergers, which contains many similarities to the Irish Takeover Rules.

A transaction in which a third party seeks to acquire 30% or more of our voting rights and any other acquisitions of our securities will be governed by the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules made thereunder, or the Irish Takeover Rules, and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel: (1) in the event of an offer, all holders of securities of the target company must be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected; (2) the holders of securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of directors of the target company must give its views on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business; (3) a target company’s board of directors must act in the interests of that company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer; (4) false markets must not be created in the securities of the target company, the bidder or any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted; (5) a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; (6) a target company may not be hindered in the conduct of its affairs longer than is reasonable by an offer for its securities; and (7) a “substantial acquisition” of securities, whether such acquisition is to be effected by one transaction or a series of transactions, shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

Under certain circumstances, a person who acquires shares, or other voting securities, of a company may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding

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voting securities in that company at a price not less than the highest price paid for the securities by the acquiror, or any parties acting in concert with the acquiror, during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of securities would increase the aggregate holding of an acquiror, including the holdings of any parties acting in concert with the acquiror, to securities representing 30% or more of the voting rights in a company, unless the Irish Takeover Panel otherwise consents. An acquisition of securities by a person holding, together with its concert parties, securities representing between 30% and 50% of the voting rights in a company would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person, together with its concert parties, would increase by 0.05% within a 12-month period. Any person, excluding any parties acting in concert with the holder, holding securities representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

If a person makes a voluntary offer to acquire our outstanding ordinary shares, the offer price must not be less than the highest price paid for our ordinary shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired our ordinary shares (1) during the 12-month period prior to the commencement of the offer period that represent more than 10% of our total ordinary shares or (2) at any time after the commencement of the offer period, the offer must be in cash or accompanied by a full cash alternative and the price per ordinary share must not be less than the highest price paid by the bidder or its concert parties during, in the case of clause (1), the 12-month period prior to the commencement of the offer period or, in the case of (2), the offer period. The Irish Takeover Panel may apply this Rule to a bidder who, together with its concert parties, has acquired less than 10% of our total ordinary shares in the 12-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares and other voting securities which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of the company. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of the company is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of the company and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Rights of Dissenting Shareholders

Irish law does not generally provide for appraisal rights. However Irish law provides for dissenters’ rights in certain situations, as described below: (1) under a takeover offer, an offeror which has acquired or contracted to acquire not less than 80% of the shares to which the offer relates may require the other shareholders who did not accept the offer to transfer their shares on the terms of the offer. Dissenting shareholders have the right to apply to the High Court of Ireland for relief; (2) a takeover scheme of arrangement which has been approved by the requisite shareholder majority and sanctioned by the High Court of Ireland will be binding on all

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shareholders. Dissenting shareholders have the right to appear at the High Court hearing and make representations in objection to the scheme; and (3) in the case of a domestic or cross-border statutory merger, if the consideration being paid to shareholders is not all in the form of cash, dissenting shareholders may be entitled to require that their shares be acquired for cash.    

Anti-Takeover Measures

Frustrating Action

Under the Irish Takeover Rules, the STERIS Ireland Board is not permitted to take any action that might frustrate an offer for our shares once the STERIS Ireland Board has received an approach that may lead to an offer or has reason to believe that such an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (1) the issue of shares, options, restricted share units or convertible securities, (2) material acquisitions or disposals, (3) entering into contracts other than in the ordinary course of business or (4) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any earlier time during which the STERIS Ireland Board has reason to believe an offer is or may be imminent. Exceptions to this prohibition are available where: (a) the action is approved by our shareholders at a general meeting; or (b) the Irish Takeover Panel has given its consent, where: (i) it is satisfied the action would not constitute frustrating action; (ii) our shareholders holding more than 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting; (iii) the action is taken in accordance with a contract entered into prior to the announcement of the offer, or any earlier time at which the Board considered the offer to be imminent; or (iv) the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

Shareholder Rights’ Plan

Irish law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights’ plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law. In addition, such a plan would be subject to the Irish Takeover Rules and the General Principles underlying the Irish Takeover Rules. The STERIS Ireland Constitution allows the STERIS Ireland Board to adopt a shareholder rights’ plan and to grant rights to subscribe for shares of STERIS Ireland thereunder. See the section captioned “Comparison of the rights of STERIS Shareholders and STERIS Ireland Shareholders – Anti-takeover measures”, for more information, beginning on page 111.

Subject to the Irish Takeover Rules, the STERIS Ireland Board also has power to issue any of our authorized and unissued shares on such terms and conditions as it may determine and any such action should be taken in STERIS Ireland’s best interests. It is possible, however, that the terms and conditions of any issue of preference shares could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares believe to be in their best interests or in which holders might receive a premium for their shares over the then-market price of the shares.

Insider Dealing

The Irish Takeover Rules also provide that no person, other than the bidder, who is privy to confidential price-sensitive information concerning an offer made in respect of the acquisition of a company (or a class of securities) or a contemplated offer shall deal in relevant securities of the target during the period from the time at which such person first has reason to suppose that such an offer, or an approach with a view to such an offer being made, is contemplated to the time of (i) the announcement of such offer or approach or (ii) the termination of discussions relating to such offer, whichever is earlier.

Corporate Governance

Under Irish law and the STERIS Ireland Constitution, the authority for the overall management of STERIS Ireland is vested in the STERIS Ireland Board. The STERIS Ireland Board may delegate any of its

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powers on such terms as it thinks fit in accordance with the STERIS Ireland Constitution and Irish law, although, the STERIS Ireland Board will remain responsible, as a matter of Irish law, for the proper management of the affairs of STERIS Ireland. The directors must ensure that any delegation is and remains appropriate and that an adequate system of control and supervision is in place.

The Board of Directors will have a standing audit committee, a compensation committee, a nominating and governance committee and a compliance committee. It is also the intention of STERIS Ireland to adopt corporate governance policies, including a business code of conduct, governance guidelines, a director code of ethics, and an insider trading policy.

Legal Name; Formation; Fiscal Year; Registered Office

The current legal and commercial name of STERIS Ireland is STERIS Limited (registration number 595593). STERIS Ireland was incorporated under the laws of Ireland on December 22, 2016 as “Joahville Limited” and renamed “STERIS Limited” on October 25, 2018. STERIS Ireland will be re-registered as an Irish public limited company and renamed “STERIS plc” prior to the completion of the Redomiciliation. STERIS Ireland’s fiscal year ends on March 31 and its registered address is 70 Sir John Rogerson’s Quay, Dublin 2. For more information regarding STERIS Ireland, see the section captioned “Companies Involved in the Redomiciliation” beginning on page 35.

Directors

Number of Directors

The STERIS Ireland Constitution provides that the number of directors shall be as the STERIS Ireland board may determine from time to time and at the date of adoption of the STERIS Ireland Constitution shall be not more than 15 and not less than seven in number. Immediately following the completion of the Scheme there will be 11 directors on the STERIS Ireland Board.

Appointment of Directors

Both STERIS Ireland shareholders and the STERIS Ireland Board have the power to appoint a person as a director by simple majority resolution, either to fill a vacancy or as an additional position.

Under the STERIS Ireland Constitution, shareholders have further notification requirements in addition to what is required under Irish law in order to bring a resolution before a meeting of shareholders. See the section captioned “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders—Shareholder Proposals” beginning on page 101.

Election of Directors

Under the STERIS Ireland Constitution, starting with the annual general meeting to be held in 2019, directors shall stand for election or re-election at each annual general meeting. Notwithstanding that a director might not be re-elected at an annual general meeting, such director shall hold office until his successor is elected or appointed by the STERIS Ireland Board or until he resigns or is removed.

Removal of Directors and Vacancies

Under Irish law and the STERIS Ireland Constitution, shareholders may remove a director without cause by ordinary resolution, provided that at least 28 clear days’ notice of the resolution is given to STERIS Ireland and the shareholder(s) comply with the relevant procedural requirements. See “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders—Shareholder Proposals” beginning on page 101. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) which the director may have against STERIS Ireland in respect of his or her removal.

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Under Irish law, one or more shareholders representing at least 10% of the paid up share capital of STERIS Ireland carrying voting rights have the right to requisition the holding of an extraordinary general meeting at which such a resolution to remove a director (and appoint a replacement) may be proposed.

The STERIS Ireland Constitution provides that vacancies in the board of directors may be filled by the STERIS Ireland Board.

Duration; Dissolution; Rights upon Liquidation

The duration of STERIS Ireland will be unlimited. STERIS Ireland may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding up, a special resolution of shareholders is required. STERIS Ireland may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure if it has failed to file certain returns. STERIS Ireland may also be dissolved by the Director of Corporate Enforcement in Ireland where our affairs have been investigated by an inspector and it appears from the report or any information obtained by the Director of Corporate Enforcement that STERIS Ireland should be wound up.

If the STERIS Ireland Constitution contains no specific provisions in respect of a dissolution or winding up, then, subject to the priorities of any creditors, the assets will be distributed to our shareholders in proportion to the paid-up nominal value of the shares held. The STERIS Ireland Constitution contains no specific provisions in respect of a winding up, but the rights of the shareholders may be subject to the rights of any preference shareholders to participate under the terms of any series or class of preferred shares.

Uncertificated Shares

Shares of STERIS Ireland may be held in either certificated or uncertificated form.

No Liability for Further Calls or Assessments

The shares to be issued in the Redomiciliation will be duly and validly issued and fully paid and non-assessable.

Transfer and Registration of Shares

STERIS Ireland will maintain a share register or otherwise cause a share register to be maintained. The registration in that register will be used to determine which STERIS Ireland shareholders are entitled to vote at meetings of STERIS Ireland shareholders. A STERIS Ireland shareholder who holds shares beneficially will not be the holder of record of such shares. Instead, the depository or other nominee will be the holder of record of those shares.

Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in STERIS Ireland’s official share register, as the depository or other nominee will remain the record holder of any such shares.

Under the STERIS Ireland Constitution, subject to the Irish Companies Act, certificated shares may be transferred upon surrender for cancellation of the share certificate(s) for the shares in question along with an instrument of transfer, duly executed, with such proof of authenticity of the signature as STERIS Ireland or its agents may reasonably require.

A written instrument of transfer is required under Irish law in order to register on STERIS Ireland’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person,

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(ii) from a person who holds such shares beneficially to a person who holds such shares directly or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on STERIS Ireland’s official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) and this should not give rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

Any transfer of STERIS Ireland ordinary shares that is subject to Irish stamp duty will not be registered in the name of the transferee unless an instrument of transfer is duly stamped and provided to the STERIS Ireland transfer agent. STERIS Ireland, in its absolute discretion and insofar as the Irish Companies Act or any other applicable law permits, may, or may provide that a subsidiary of STERIS Ireland will, pay Irish stamp duty arising on a transfer of STERIS Ireland ordinary shares on behalf of the transferee of such STERIS Ireland ordinary shares. If stamp duty resulting from the transfer of ordinary shares which would otherwise be payable by the transferee is paid by STERIS Ireland or any of its subsidiaries on behalf of the transferee, then in those circumstances, STERIS Ireland will, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee or the transferor (at its discretion), (ii) set-off the stamp duty against any dividends payable to the transferee of those STERIS Ireland ordinary shares and (iii) claim a first and permanent lien on the STERIS Ireland ordinary shares on which stamp duty has been paid by STERIS Ireland or its subsidiary for the amount of stamp duty paid. STERIS Ireland’s lien shall extend to all dividends paid on those STERIS Ireland ordinary shares. Parties to a share transfer may assume that any Irish stamp duty arising in respect of a transaction in STERIS Ireland’s ordinary shares has been paid unless one or both of such parties is otherwise notified by STERIS Ireland.

STERIS Ireland’s Constitution delegates to STERIS Ireland’s secretary, any assistant secretary or a relevant authorized delegate the authority to execute an instrument of transfer on behalf of a transferor.

To help ensure that our official share register is regularly updated to reflect trading of STERIS Ireland shares occurring through electronic systems, STERIS Ireland intends to regularly produce such instruments of transfer as may be required to effect any transfers of registered interests in shares. These may involve transactions for which it pays stamp duty, subject to the reimbursement and set-off rights described above. In the event that STERIS Ireland notifies one or both of the parties to a share transfer that it believes stamp duty is required to be paid in connection with such transfer and that it will not pay such stamp duty, the parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from STERIS Ireland for this purpose) or request that STERIS Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by STERIS Ireland. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to STERIS Ireland’s transfer agent, the transferee named therein will be registered as the registered holder of the relevant shares on STERIS Ireland’s official share register (subject to the matters described below).

The registration of transfers may be suspended by our directors at such times and for such period, not exceeding in the whole 30 days in each year, as our directors may from time to time determine.

Indemnification of Directors and Officers

Subject to exceptions, Irish law does not permit a company to exempt a director or certain officers from, or indemnify a director against, liability in connection with any negligence, default, breach of duty or breach of trust by a director in relation to the company.

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The exceptions allow a company to: (a) purchase and maintain D&O Insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company; and

(b) indemnify a director or such other officer against any liability incurred in defending proceedings, whether civil or criminal: (i) in which judgment is given in his or her favor or in which he or she is acquitted; or (ii) in respect of which an Irish court grants him or her relief from any such liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.

The STERIS Ireland Constitution includes a provision which entitles every director to be indemnified by STERIS Ireland to the fullest extent permitted by law (including by funding any expenditure incurred or to be incurred by him or her) against any loss or liability incurred in his or her capacity as a director. The STERIS Ireland Constitution provides that where a person is so indemnified, such indemnity may extend to all costs, losses, expenses and liabilities incurred by him or her. Any funds provided to a director to meet any expenditure incurred by him in connection with defending himself or in an investigation of any negligence, default, breach of duty or breach of trust by him or otherwise, must be repaid if he or she is convicted or judgment is given against him.

The STERIS Ireland Constitution also provides the STERIS Ireland Board with authority to purchase and maintain insurance at the expense of STERIS Ireland for the benefit of any person who is, or was at any time, a director or other officer or employee of the company or any associated company.

In addition to the provisions of the STERIS Ireland Constitution, it is common for a public limited company to enter into separate a deed of indemnity with a director or officer which essentially indemnifies the director or officer against claims brought by third parties to the fullest extent permitted under Irish law. STERIS Ireland intends to enter into such deeds of indemnity with each of its directors and officers.

Limitation on Director Liability

Subject to exceptions, as described above, Irish law does not permit a company to exempt any director or certain officers from any liability arising from negligence, default, breach of duty or breach of trust against the company. One of the exceptions is that an Irish company is permitted to purchase and maintain insurance for a director or executive officer of the company against any such liability.

The STERIS Ireland constitution provides the STERIS Ireland Board with authority to purchase and maintain insurance at the expense of STERIS Ireland for the benefit of any person who is or was at any time a director or other officer or employee of the company or any associated company.

Separately, in proceedings where negligence, default, breach of duty or breach of trust against a director has or may be established (or in anticipation of any such proceedings), an Irish court has the power to grant a director or other officer relief from liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.

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COMPARISON OF THE RIGHTS OF STERIS SHAREHOLDERS AND STERIS IRELAND

SHAREHOLDERS

The rights of the STERIS shareholders and the relative powers of the STERIS Board are governed by the laws of England and Wales, including the U.K. Companies Act 2006, and STERIS’s articles of association.

STERIS Ireland is a private limited company incorporated under the laws of Ireland but will, prior to the Effective Date, re-register as a public limited company incorporated under the laws of Ireland. The rights of the STERIS Ireland shareholders are governed by applicable Irish law, including the Irish Companies Act, and by the STERIS Ireland Constitution.

Each STERIS Ireland ordinary share will be issued in accordance with, and will carry with it the rights and obligations set forth in, the STERIS Ireland Constitution, in the form filed as Annex C to this proxy statement/prospectus. Many of the principal attributes of STERIS ordinary shares are similar to those of STERIS Ireland ordinary shares. However, there are differences between the rights of STERIS shareholders under the laws of England and Wales and the rights of STERIS Ireland shareholders under Irish law. In addition, there are differences between STERIS’s articles of association and the STERIS Ireland Constitution.

The following is a summary comparison of the material differences between the rights of STERIS shareholders under the U.K. Companies Act 2006 and STERIS’s articles of association and the rights of STERIS Ireland shareholders under Irish law and the STERIS Ireland Constitution that will be in effect immediately following the completion of the Redomiciliation. The discussion in this section does not include a description of rights or obligations under the U.S. federal securities laws or NYSE listing requirements. Such rights and obligations generally apply equally to STERIS ordinary shares and the STERIS Ireland ordinary shares.

The statements in this section are qualified in their entirety by reference to, and are subject to, the detailed provisions of STERIS’s articles of association and the STERIS Ireland Constitution (which are incorporated by reference herein). See “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus. STERIS’s articles of association and the STERIS Ireland Constitution have been filed by STERIS and STERIS Ireland, respectively, with the SEC. You are also urged to carefully read the relevant provisions of the U.K. Companies Act 2006 and the Irish Companies Act 2014 for a more complete understanding of the differences between being a STERIS shareholder and a STERIS Ireland shareholder.

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