In making its decision to recommend that holders of Nabriva AG Common Shares and holders of Nabriva AG ADSs tender their respective Nabriva AG Common Shares or Nabriva AG ADSs into the Exchange Offer, the Supervisory Board and the Management Board of Nabriva AG considered, among other things, the factors outlined above. It was also noted that the exchange ratio (one Nabriva AG Common Share for ten Nabriva Ireland Shares and one Nabriva AG ADS for one Nabriva Ireland Share) is designed to allow the existing holders of Nabriva AG Common Shares and Nabriva AG ADSs to maintain their investment in the Nabriva Group in the same proportions as prior to the Exchange Offer.

        In the course of its deliberations, the Nabriva AG Supervisory Board and the Management Board also considered certain potentially negative factors relating to the Redomiciliation Transaction and the Exchange Offer, including the risks to holders of Nabriva AG Common Shares or holders of Nabriva AG ADSs described in the section of this offer to exchange/prospectus titled " Risk Factors ". These factors include, among others, the possibility that the Nabriva Group may not realize the anticipated benefits of the Redomiciliation Transaction and the risks to non-tendering holders of Nabriva AG Common Shares and/or Nabriva AG ADSs described herein.

        This discussion of the information and factors considered by the Nabriva AG Supervisory Board and Management Board in making their respective decision is not intended to be exhaustive but includes the material factors considered by the Nabriva AG Supervisory Board and Management Board. In view of the wide variety of factors considered in connection with its evaluation of the Exchange Offer, the Nabriva AG Supervisory Board and the Management Board did not find it useful to and did not attempt to quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Nabriva AG Supervisory Board and Management Board may have given different weight to different factors.

Effect of Redomiciliation Transaction

        As a result of the Redomiciliation Transaction, assuming you tender into the Exchange Offer prior to the Exchange Offer Expiration Date, you will be a shareholder in an Irish company. Operational activities of the Nabriva Group will remain the same. For further details on your rights as a shareholder of an Irish company, and the differences to your current rights as a shareholder in an Austrian company, see " Description of Ordinary Shares," beginning on page 76 and "Comparative Rights " beginning on page 93 of this offer to exchange/prospectus.

Exchange Offer

Offer

        Nabriva Ireland is conducting an exchange offer comprised of two offers—the U.S. Offer and the Ex-U.S. Offer. The U.S. Offer is being made pursuant to this offer to exchange/prospectus to (1) all holders of Nabriva AG Common Shares located in the United States and (2) all holders of Nabriva AG ADSs, each representing one-tenth of a Nabriva AG Common Share, located in the United States. For every one Nabriva Common Share you validly tender in the U.S. Offer, you will receive ten Nabriva Ireland Shares, and for every one Nabriva AG ADS you validly tender in the U.S. Offer, you will receive one Nabriva Ireland Share. The Ex-U.S. Offer to exchange one Nabriva AG Common Share for ten Nabriva Ireland Shares and (2) one Nabriva ADS for one Nabriva Ireland Share is being made

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pursuant to separate Offer Documentation available to holders of Nabriva AG Common Shares and Nabriva AG ADSs located outside the United States, subject to limitations imposed by local laws and regulations applicable to such holders.

        The Exchange Offer does not extend to outstanding share options that have been issued by Nabriva AG. The exchange ratio is fixed, and, as a result, the number of Nabriva Ireland Shares to be received by holders of Nabriva AG Common Shares and Nabriva AG ADS holders in the Exchange Offer will not fluctuate up or down based on the market price of Nabriva AG ADSs prior to the effective time of the Exchange Offer. We are not offering any Nabriva Ireland Shares for cash in the Exchange Offer and therefore holders of Nabriva AG Common Shares and Nabriva AG ADS holders will not receive any cash proceeds in respect of the issue of such Nabriva Ireland Shares in connection therewith.

Exchange Offer Period

        The Exchange Offer period will commence on [     ·     ], 2017 and expire at 5:00 p.m. on [     ·     ], 2017, unless the Exchange Offer is extended by us.

        Nabriva AG ADSs will continue to trade on the NASDAQ Global Select Market during the Exchange Offer period. If you sell all of your Nabriva AG Common Shares or Nabriva AG ADSs during the Exchange Offer period, you will also be selling your right to receive Nabriva Ireland Shares.

Conditions to the Exchange Offer

        Nabriva Ireland will not exchange its ordinary shares for Nabriva AG Common Shares or Nabriva AG ADSs unless each of the following conditions are fulfilled, or, to the extent permitted by applicable law, waived by both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland:

•

Nabriva AG Common Shares and Nabriva AG ADSs that have been validly tendered and not withdrawn from the Exchange Offer represent in aggregate 90% or more of the issued share capital of Nabriva AG (which includes Nabriva AG Common Shares represented in Nabriva AG ADS form) at the expiration of the Exchange Offer period;



•

the NASDAQ Global Select Market having authorized, and having not withdrawn such authorization, for the listing of all of the ordinary shares issued by Nabriva Ireland pursuant to the Exchange Offer, subject to satisfaction of any conditions to which such authorization is expressed to be subject to and official notice of issuance;



•

the Nabriva Ireland Shares being deemed eligible for deposit book-entry and clearance services by DTC and its affiliates;



•

no third party or court, governmental, statutory, administrative, regulatory or other relevant authority or agency of competent jurisdiction having done anything, or having withheld any consent, or having taken or decided to do or take any other steps that would, in the reasonable opinion of both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland, be reasonably likely to (i) make the Redomiciliation Transaction, the Exchange Offer and/or their implementation illegal, or impose additional material conditions or obligations with respect thereto, or (ii) otherwise impact the business, assets or profits of any member of the Nabriva Group in a manner adverse to and material in the context of the Nabriva Group taken as a whole, and all applicable time periods to take, institute or threaten any of the foregoing actions having expired, lapsed, or been terminated;



•

no court or governmental, statutory, administrative, regulatory or other relevant authority or agency of competent jurisdiction having enacted, issued, promulgated, enforced or entered any

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law, injunction, restraint or prohibition restraining, enjoining or otherwise prohibiting consummation of the Exchange Offer or any of the other transactions contemplated by the Redomiciliation Transaction;

•

all authorizations necessary or reasonably deemed appropriate by both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland in any jurisdiction for or in respect of the Exchange Offer having been obtained on terms and conditions and in a form reasonably satisfactory to both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland, and all such authorizations necessary or reasonably deemed appropriate by the Board of Directors of Nabriva Ireland to carry on the business of any member of the Nabriva Group in any jurisdiction having been obtained and remaining in full force and effect;



•

in the opinion of both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland, there shall not have occurred prior to the consummation of the Exchange Offer a material adverse change in or affecting, or any development reasonably likely to give rise to or involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, reserves, management, business affairs, solvency, properties, assets, liabilities, capitalization, stockholders' equity, operations, licenses, results of operations, credit rating or prospects of the Nabriva Group, whether or not arising in the ordinary course of business; and



•

in the opinion of both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland there shall not have occurred at any time prior to the consummation of the Exchange Offer and, in the reasonable opinion of both the Supervisory Board and Management Board of Nabriva AG and the Board of Directors of Nabriva Ireland, it is unlikely that there will occur immediately after the consummation of the Exchange Offer:



a.

any material adverse change in the financial markets in the US, Ireland, Austria or in any member or associate member of the European Union or the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls; or



b.

any suspension of, or occurrence of material limitations to trading in any securities of Nabriva AG and/or Nabriva Ireland by the NASDAQ Global Select Market or any other exchange or over the counter market, or of trading generally on the NASDAQ Global Select Market, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices of securities having been required, by any of the said exchanges or by order of any governmental authority, or a material disruption in commercial banking or securities settlement or clearance services in the US or in Europe.

        Notwithstanding any other provisions of the Exchange Offer, and in addition to our right to extend and amend the Exchange Offer at any time, we will not be required to accept any tender into the Exchange Offer, and may delay the acceptance for exchange of and accordingly the exchange of, any tendered Nabriva AG Common Shares and/or Nabriva AG ADSs, or may terminate the Exchange Offer unless all of the conditions are satisfied or, to the extent permitted by applicable law, waived by the Board of Directors of Nabriva Ireland. If the conditions are not satisfied or, to the extent permitted by applicable law, waived by the Exchange Offer Closing Date, the Exchange Offer will lapse, and Nabriva AG Common Shares and Nabriva AG ADSs which have been tendered by common shareholders and ADS holders, respectively, will be released no later than three Business Days following that confirmation, without any compensation to the holders.

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Extensions, Amendments and Termination of Exchange Offer

        We may voluntarily extend or amend the Exchange Offer period. Notices in connection with the Exchange Offer will be published by notification through Nabriva AG's website and the online information system of DTC's ATOP (Automated Tender Offer Program) system. Notices will be deemed made when we have published the notice. We will without undue delay publish notifications through ATOP if the conditions are met or waived or if the Exchange Offer is extended, amended or terminated. If one or more of the conditions is not fulfilled, we may, from time to time, extend the Exchange Offer period until all the conditions listed above have been satisfied or, to the extent permitted, waived by the Board of Directors of Nabriva Ireland. If we extend the Exchange Offer period, such period will expire at the latest time and date to which we extend the Exchange Offer.

        While we reserve the right to reduce the minimum offer condition, we do not expect to do so. Acquiring more than 90% of the issued share capital of Nabriva AG (which includes Nabriva AG Shares represented in ADS form) would ensure our control over the operations of Nabriva AG and enable us to complete the Exchange Offer. We reserve the right following the expiration of the Exchange Offer period to use any legally permitted method to acquire any nontendered Nabriva AG Common Shares or Nabriva AG ADSs.

        As required by applicable law, we may extend the Exchange Offer if we:

•

make a material change to the terms of the Exchange Offer; or



•

make a material change in the information concerning the Exchange Offer, or waive a material condition of the Exchange Offer.

        We may terminate the Exchange Offer and not accept for exchange any tenders into the Exchange Offer, even if all of the conditions are satisfied, if at any time prior to the consummation of the Exchange Offer, the Board of Directors of Nabriva Ireland determines an event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of Nabriva Ireland, in its sole and absolute discretion, would make it inadvisable to consummate the Exchange Offer.

Tendering into the Exchange Offer

General

        We have appointed Computershare to act as the exchange agent (the " Exchange Agent ") and have appointed Georgeson LLC to act as the Information Agent (the " Information Agent ") in connection with the Exchange Offer.

        In order to tender into the Exchange Offer, holders of Nabriva AG Common Shares and holders of Nabriva AG ADSs should follow the directions below. No confirmation of receipt of tenders into the Exchange Offer will be made on our behalf. All notifications or documents that shall be delivered by or sent to or from the holders of Nabriva AG Common Shares or Nabriva AG ADSs who tender into the Exchange Offer (or their representatives) will be sent to or delivered by them at their own risk.

        Holders of Nabriva AG Common Shares and/or Nabriva AG ADSs who own Nabriva AG Common Shares and/or Nabriva AG ADSs in more than one form, through one or more nominee and/or custodian account must separately tender into the Exchange Offer in respect of each holding.

        If you are the record owner of your Nabriva AG Common Shares and/or Nabriva AG ADSs and you directly tender those shares to us in the Exchange Offer, you will not have to pay any brokerage fees, commissions or similar expenses. If your Nabriva AG Common Shares and/or Nabriva AG ADSs are tendered into the Exchange Offer by a broker, dealer, commercial bank, trust company or other nominee, you will be responsible for any fees or commissions such agents may charge in connection with the tender. All Nabriva AG common shareholders and Nabriva AG ADS holders will also be

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responsible for any governmental charges and taxes payable in connection with tendering their Nabriva AG Common Shares or Nabriva AG ADSs.

Matters Concerning Validity and Eligibility

        All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Nabriva AG Common Shares or Nabriva AG ADSs will be determined by Nabriva Ireland in its sole discretion, which determination shall be final and binding to the fullest extent permitted by law. Nabriva Ireland reserves the absolute right to reject any and all tenders into the Exchange Offer determined by it not to be in proper form or the acceptance of or for exchange for which may be unlawful. Nabriva Ireland also reserves the absolute right to waive any defect or irregularity in the tender of any Nabriva AG Common Shares or Nabriva AG ADSs of any particular holder. Neither Nabriva Ireland nor any of its affiliates or assigns, the Exchange Agent, nor any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

        A tender of Nabriva AG Common Shares or Nabriva AG ADSs pursuant to any of the procedures described below will constitute the tendering holder's acceptance of the terms and conditions of the Exchange Offer, as set out in this offer to exchange/prospectus.

        The acceptance for exchange by Nabriva Ireland of Nabriva AG Common Shares or Nabriva AG ADSs tendered into the Exchange Offer will constitute a binding agreement between the tendering holder and Nabriva Ireland upon the terms and subject to the conditions of the Exchange Offer. The tendering holder of Nabriva AG Common Shares or Nabriva AG ADSs will, upon request, be required to execute any additional documents and take all such other necessary actions as deemed by the Exchange Agent or Nabriva Ireland to be necessary or desirable to complete the Exchange Offer and, for the avoidance of doubt, to perfect any of the authorities and/or powers of attorney expressed to be given hereunder (see "— Representations and Warranties of Tendering Holders " on page 50) and/or pursuant to any Exchange Offer Tender Form, Transfer Deed, notice of guaranteed delivery in the form made available by Nabriva Ireland (" Notice of Guaranteed Delivery ") and/or Agent's Message completed and executed by such tendering holder of Nabriva AG Common Shares or holder of Nabriva AG ADSs in connection with the Exchange Offer.

         IF YOU HAVE ANY QUESTIONS ABOUT THE PROCEDURE FOR TENDERING NABRIVA AG COMMON SHARES OR NABRIVA AG ADSS, PLEASE CONTACT THE INFORMATION AGENT AT ITS TELEPHONE NUMBER SET FORTH ON PAGE 9 OF THIS DOCUMENT.

        In order to tender into the Exchange Offer Nabriva AG common shareholders and Nabriva AG ADS holders should do the following:

(1) Indirect Nabriva AG ADS holders within DTC

        In order for a holder of Nabriva AG ADSs whose Nabriva AG ADSs are held with a broker or other securities intermediary through DTC to validly tender Nabriva AG ADSs pursuant to the Exchange Offer, the Exchange Agent must, prior to [     ·     ], receive:

(a)

tender instructions submitted by your broker into DTC's ATOP (Automated Tender Offer Program) system. The broker will submit what is called Voluntary Offering Instructions, also referred to as a "VOI" into DTC's ATOP system. This VOI will be considered your tender instruction(s) for purposes of tendering your Nabriva AG ADSs, held by your broker, into the offering. Therefore, in lieu of using the Exchange Offer Tender Form, your tender for your Nabriva AG ADSs held by your broker with clear through DTC's ATOP system. Should you also hold Nabriva AG ADSs physically, and not through a broker, please refer to Section 2, "Direct Nabriva AG ADS Holders";

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(b)

in the case of a book-entry transfer, a message transmitted by DTC, received by the Exchange Agent which states that DTC has received an express acknowledgement from the DTC participant tendering Nabriva AG ADSs that such DTC participant has received and agrees to be bound by the terms of the exchange offer as set forth in the exchange offer tender form and any other materials that will be mailed and that Nabriva Ireland may enforce such agreement against such participant (the " Agent's Message "). Delivery of the Agent's Message by DTC may be done in lieu of execution and delivery of an exchange offer tender form by the participant identified in the Agent's Message. The exchange offer tender form need not be completed by a holder tendering through ATOP, and such Nabriva AG ADSs must be tendered pursuant to the procedure for book-entry transfer described below and a book-entry confirmation must be received by the Exchange Agent (including an Agent's Message); or



(c)

the tendering Nabriva AG ADS holder must comply with the guaranteed delivery procedures described below, should it be applicable.

        The method of delivery of Exchange Offer Tender Forms and all other required documents, including delivery through DTC, is at the option and risk of the tendering Nabriva AG ADS holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        Book-Entry Transfer:     The Exchange Agent will establish accounts with respect to the Nabriva AG ADSs at DTC for the purpose of the Exchange Offer within [two] Business Days of launching the Exchange Offer. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Nabriva AG ADSs by causing DTC to transfer such Nabriva AG ADSs into the Exchange Agent's account at DTC in accordance with DTC's procedures for such transfer. While delivery of Nabriva AG ADSs may be effected through book-entry transfer at DTC, the Exchange Offer Tender Form, properly completed and duly executed, together with any required signature guarantees or an Agent's Message in lieu of an Exchange Offer Tender Form and any other required documents must, in any case, be received by the Exchange Agent prior to [     ·     ], or the tendering Nabriva AG ADS holder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        Signature Guarantees:     No signature guarantee is required on an Exchange Offer Tender Form if (1) the Nabriva AG ADSs within DTC are tendered for the account of a financial institution that is a member of the Security Transfer Agent Medallion Signature Program, or by any other "Eligible Guarantor Institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution") or (2) in the case of a corporate holder, it is accompanied by a corporate resolution of that holder, submitted in English, on company letterhead stamped with a Corporate Raised-Seal stamp, dated within 180 days of the date of the tender, naming officers(s) authorized to conduct financial transactions on behalf of the relevant company. In all other cases, all signatures on Exchange Offer Tender Forms must be guaranteed by an Eligible Institution.

        Guaranteed Delivery:     If a Nabriva AG ADS holder within DTC desires to tender Nabriva AG ADSs pursuant to the Exchange Offer and such holder cannot deliver all required documents to the Exchange Agent prior to [     ·     ], or such holder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Nabriva AG ADSs may nevertheless be tendered, provided that all the following conditions are satisfied:

(a)

such tender is made by or through an Eligible Institution;



(b)

a properly completed and duly executed Notice of Guaranteed Delivery is received prior to [     ·     ] by the Exchange Agent as provided below; and

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(c)

the book-entry confirmation representing all tendered Nabriva AG ADSs, in proper form for transfer, together with the Exchange Offer Tender Form, properly completed and duly executed, with any required signature guarantees or an Agent's Message, and any other documents required by the Exchange Offer Tender Form are received by the Exchange Agent within [three] Business Days after the date of execution of such Notice of Guaranteed Delivery.

        The Notice of Guaranteed Delivery may be delivered by mail, overnight courier or facsimile transmission to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

        Delivery of a properly completed and executed Exchange Offer Tender Form or Agent's Message and other required documents to the Exchange Agent by a Nabriva AG ADS holder shall be deemed (without any further action by the Exchange Agent) to constitute a tender of Nabriva AG ADSs by such holder. The tender of Nabriva AG ADSs by a Nabriva AG ADS holder pursuant to the procedures described above will constitute a binding instruction to the Exchange Agent to arrange for the tender of the corresponding Nabriva AG common shares to the Exchange Agent and a binding agreement between such Nabriva AG ADS holder and Nabriva Ireland upon the terms and subject to the conditions of the Exchange Offer.

        A Nabriva AG ADS Holder who holds Nabriva AG ADSs through a broker, dealer, commercial bank, trust company or other securities intermediary, should instruct such intermediary to tender on its behalf.

(2) Direct Nabriva AG ADS Holders (i.e., holding outside of DTC)

        This section applies to those Nabriva AG ADS holders who do not hold their Nabriva AG ADSs through DTC.

        Registered Nabriva AG ADS Holders who wish to tender their Nabriva AG ADSs into the Exchange Offer must complete and sign the Exchange Offer Tender Form enclosed at Annex 3 to this Document, together with any required signature guarantees and any other required documents, and return them to the Exchange Agent before [     ·     ]. The Exchange Offer Tender Form can be submitted by mail delivery or registered post (overnight courier) to one of the addresses provided on the Exchange Offer Tender Form. As the Exchange Offer Tender Form must be received by the Exchange Agent before [     ·     ] on [     ·     ], unless the Exchange Offer period is otherwise extended, it is not sufficient to mail the Exchange Offer Tender Form on [     ·     ].

        The method of delivery of Exchange Offer Tender Forms and all other required documents is at the option and risk of the tendering Registered Nabriva AG ADS Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        Signature Guarantees:     No signature guarantee is required on an Exchange Offer Tender Form if the Exchange Offer Tender Form is signed by a registered holder of Nabriva AG ADSs provided that, in the case of a corporate holder, it is accompanied by a corporate resolution of that holder, submitted in English, on company letterhead stamped with a Corporate Raised-Seal stamp, dated within 180 days of the date of the tender, naming officers(s) authorized to conduct financial transactions on behalf of the relevant company.

        Guaranteed Delivery:     If a Nabriva AG ADS holder desires to tender Nabriva AG ADSs pursuant to the Exchange Offer and such holder cannot deliver all required documents to the Exchange Agent prior to [     ·     ], or such holder cannot complete the procedure for delivery by book-entry transfer on a

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timely basis, such Nabriva AG ADSs may nevertheless be tendered, provided that all the following conditions are satisfied:

(a)

such tender is made by or through an Eligible Institution;



(b)

a properly completed and duly executed Notice of Guaranteed Delivery is received prior to [     ·     ] by the Exchange Agent as provided below; and



(c)

the book-entry confirmation representing all tendered Nabriva AG ADSs, in proper form for transfer, together with the Exchange Offer Tender Form, properly completed and duly executed, with any required signature guarantees or an Agent's Message, and any other documents required by the Exchange Offer Tender Form are received by the Exchange Agent within [three] Business Days after the date of execution of such Notice of Guaranteed Delivery.

        The Notice of Guaranteed Delivery may be delivered by mail, overnight courier or facsimile transmission to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

        Delivery of a properly completed and executed Exchange Offer Tender Form and other required documents to the Exchange Agent by a Registered Nabriva AG ADS holder will be deemed (without any further action by the Exchange Agent) to constitute a tender of Nabriva AG ADSs by such holder as indicated in the Exchange Offer Tender Form, subject to the terms and conditions described in the Exchange Offer Tender Form. The tender of Nabriva AG ADSs by a Registered Nabriva AG ADS holder pursuant to the procedures described above will constitute a binding instruction to the Exchange Agent to arrange for the tender of the corresponding Nabriva AG common shares to the Exchange Agent and a binding agreement between such Nabriva AG ADS holder and Nabriva Ireland upon the terms and subject to the conditions of the Exchange Offer.

        By delivering a duly executed Exchange Offer Tender Form, Registered Nabriva AG ADS Holders give the Exchange Agent an authorization to block the Nabriva AG ADSs to which the Exchange Offer Tender Form relates, in favor of the Exchange Agent. The Exchange Agent is at the same time authorized to transfer the Nabriva AG ADSs to us against delivery of the Nabriva Ireland Shares. In the event that the Exchange Offer is cancelled, the blocking will be terminated.

(3) Common Shareholders

        Nabriva AG common shareholders who wish to tender some or all of those shares should: (i) complete the Exchange Offer Tender Form in accordance with the instructions printed on it; (ii) complete the Transfer Deed in respect of the common shares tendered; (iii) complete the power of attorney to either Stefan Pachinger or Mihovil Spoljaric, for physical delivery of your share certificate(s) to the Exchange Agent; (iv) complete the endorsement letter for each of your share certificate(s); and (v) return each of the completed documents listed at (i) - (iv) by registered post to the Exchange Agent. Completed Exchange Offer Tender Forms, the Transfer Deed and all other relevant documents must be received by the Exchange Agent by the Exchange Offer Expiration Date (or such time that the Exchange Offer period may be extended to).

        As the Exchange Offer Tender Form, the Transfer Deed, and all other required documentation must be received by the Exchange Agent before the Exchange Offer Expiration Date (or such time that the Exchange Offer period may be extended to), it is not sufficient to mail such documents on or after [     ·     ] 2017.

        Common shareholders whose Common Shares are held by a nominee should contact the nominee directly. As the registered holder, the nominee will receive documentation relating to the Exchange

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Offer and will be responsible for taking instructions in relation to the Exchange Offer from underlying beneficial holders.

        In the case of a corporate common shareholder, the tender documents must be accompanied by a corporate resolution of that holder authorizing the signatory of the documents submitted to the Exchange Agent in order to tender into the Exchange Offer to sign such documents, submitted in English, on company letterhead stamped with a Corporate Raised-Seal stamp, dated within 180 days of the date of the tender, naming the officers(s) authorized to conduct financial transactions on behalf of the relevant company.

Completion and Settlement of Exchange Offer

Announcement of Results

        We expect to complete the Exchange Offer toward the end of the second quarter of 2017. We intend to issue a press release on Nabriva AG's website to announce the results of the Exchange Offer before the market opens on the business day following the Exchange Offer Closing Date. This date may be changed at the discretion of the Board of Directors of Nabriva Ireland and will change if the Exchange Offer period is extended. All announcements and notices in relation to the Exchange Offer will be made in accordance with the applicable requirements of U.S. federal securities laws.

Settlement and Delivery of Securities

        Settlement of the Exchange Offer will occur promptly, and no later than [     ·     ] Business Days after the conditions have been satisfied or waived, and is expected to occur on or about [     ·     ] 2017, but in any event no later than [     ·     ] 2017. On or immediately after confirmation from the Board of Directors of Nabriva Ireland that all of the conditions have been satisfied or waived, Nabriva Ireland will make available to the Exchange Agent the total number of Nabriva Ireland Shares issuable pursuant to the Exchange Offer. Upon settlement, the Nabriva AG Common Shares and Nabriva AG ADSs validly tendered into the Exchange Offer and not withdrawn will be transferred to us against issuance of the Nabriva Ireland Shares as described below:

•

for holders of Nabriva AG Common Shares who own their Nabriva AG Common Shares in registered form in the form of physical stock certificates, the Exchange Agent will deliver to them a physical share certificate evidencing their Nabriva Ireland Shares as soon as practicable following the Exchange Offer Closing Date. Each holder of Nabriva AG Common Shares will receive ten Nabriva Ireland Shares for every one Nabriva AG Common Share it holds.



•

for Nabriva AG ADS holders who own their Nabriva AG ADSs in registered form, either in book-entry form through an account at the ADS Depositary and/or in the form of physical stock certificates, the Exchange Agent will then transfer the Nabriva AG Common Shares to Nabriva Ireland, who in turn will subsequently issue Nabriva Ireland Shares to the Exchange Agent. The Exchange Agent will deliver to such holders a physical stock certificate evidencing their Nabriva Ireland Shares as soon as practicable following the Exchange Offer Closing Date.

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•

for Nabriva AG ADS holders who beneficially own their Nabriva AG ADSs through a broker or other nominee, who in turn holds the Nabriva AG ADSs through DTC, the broker or other nominee would be said to hold the Nabriva AG ADSs in "street name" and ownership would be recorded on the broker or other nominee's books. In respect of such holders, the Exchange Agent will then transfer the Nabriva AG Common Shares to Nabriva Ireland, who in turn will subsequently issue Nabriva Ireland Shares to the Exchange Agent. The Exchange Agent will electronically issue the Nabriva Ireland Shares to their broker or other nominee, via DTC, as promptly as practicable after the Exchange Offer Closing Date (or such time that the Exchange Offer period may be extended to), and the broker or other nominee will credit their account with the amount of Nabriva Ireland Shares the relevant holder is entitled to under the Exchange Offer.



•

holders of Nabriva AG Common Shares and holders of Nabriva AG ADSs that hold (i) their Nabriva AG Common Shares in the form of physical common stock certificates and/or (ii) their Nabriva AG ADSs in certificated form or book-entry form through the ADS Depositary should be aware that such holders will not be permitted to trade their Nabriva Ireland Shares on the NASDAQ Global Select Market unless such shares are held directly through DTC or other broker who themselves hold beneficial interests in the shares through DTC. Such holders' ability to sell their shares and liquidate their investment in the Nabriva Ireland Shares may be significantly limited until such holders deposit their Nabriva Ireland Shares into DTC through a DTC participant.



•

the mechanics for the issuance of Nabriva Ireland Shares shall be subject to any prohibition or condition imposed by law. Nabriva Ireland may in its sole discretion determine that the Nabriva Ireland Shares will not be available in any Prohibited Territory and/or that any Prohibited Territory shareholder will not be entitled to require that the Nabriva Ireland Shares be registered in his/her name with an address in such jurisdiction.



•

any holder of Nabriva AG Common Shares or holder of Nabriva AG ADSs that receives its beneficial interest in Nabriva Ireland Shares in electronic form, via DTC, may, after withdrawing from DTC, request from the Exchange Agent physical share certificates in respect of its Nabriva Ireland Shares. Holders of Nabriva AG Common Shares or Nabriva AG ADSs that elect to do so should note that subsequent transfers of Nabriva Ireland Shares outside of DTC may be subject to Irish stamp duty.

NASDAQ Listing

        Simultaneously with the filing of this Exchange Offer, Nabriva Ireland has applied for a direct listing of Nabriva Ireland Shares on the NASDAQ Global Select Market. It is a condition of the Exchange Offer that the NASDAQ Global Select Market shall have authorized, and not withdrawn such authorization, the Nabriva Ireland Shares to be issued in the Exchange Offer for listing (subject to satisfaction of any conditions to which such authorization is expressed to be subject). Nabriva Ireland will not have an ADS program and instead the Nabriva Ireland Shares will be listed on the NASDAQ Global Select Market.

        In addition, if permitted by applicable laws and rules of U.S. authorities and the stock exchanges, and depending on the level of acceptance of the Exchange Offer, upon consummation of the Exchange Offer, Nabriva Ireland and its affiliates will cause Nabriva AG to effect one or more of the following: (a) delist the Nabriva AG ADSs from the NASDAQ, (b) suspend Nabriva AG's obligation to file reports under the Exchange Act, until termination of registration thereunder, (c) terminate the registration of the Nabriva AG ADSs under the Exchange Act or (d) terminate the ADS facility.

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ADDITIONAL INFORMATION IN RELATION TO THE EXCHANGE OFFER

Squeeze-Out Process

        Provided that we acquire 90% or more of the total issued share capital of Nabriva AG (including Nabriva AG Common Shares represented by Nabriva AG ADSs) pursuant to the Exchange Offer, Austrian law permits us to acquire the remaining share capital of Nabriva AG (including Nabriva AG Common Shares represented by Nabriva AG ADSs) for cash pursuant to a Squeeze-Out Process. Under Austrian law, a squeeze-out process can commence following the completion of the Exchange Offer. The actual cash consideration payable to holders of any untendered Nabriva AG Common Shares or Nabriva AG ADSs, if any, acquired by us pursuant to the Squeeze-Out Process will be based on a report prepared by us and the Nabriva AG Management Board, which must be verified by an Austrian court-appointed expert. Generally, such a process takes about 3 to 4 months or more from initiation of the Squeeze-Out Process until non-tendering holders of Nabriva AG Common Shares or Nabriva AG ADSs receive the cash consideration. The report by the Nabriva AG Management Board and Nabriva Ireland and the expert opinion of the court-appointed expert must be published at least one month prior to the shareholders' meeting to consider the Squeeze-Out Process. The resolution passed at the shareholders' meeting must be filed for registration with the Austrian companies register (prior to taking any steps, the court usually waits for one month after the shareholders' meeting whether any claims for challenging the resolution are brought). Once the squeeze-out has been registered with the Austrian companies register, the cash consideration will be transferred by an escrow agent to the holders of Nabriva AG Common Shares and/or holders of Nabriva AG ADSs, and Nabriva Ireland will receive the Nabriva AG Common Shares and/or Nabriva AG ADSs held or owned by those holders at the same time.

        If holders of Nabriva AG Common Shares and Nabriva AG ADSs do not tender their Nabriva AG Common Shares and Nabriva AG ADSs into the Exchange Offer, any of these actions may negatively affect the value and liquidity of their remaining interest in Nabriva AG. We reserve the right to use any legally permitted method to acquire any nontendered Nabriva AG Common Shares and Nabriva AG ADSs following the expiration of the Exchange Offer period. We may undertake any means available to us including, but not limited to, by way of purchases or subsequent exchange or tender offers or to engage in one or more corporate restructuring transactions, such as a redomiciliation, deredomiciliation, liquidation, transfer of assets or conversion of Nabriva AG into another form or corporate entity, or to change the Nabriva AG articles of association to alter the corporate or capital structure in a manner beneficial to us and our shareholders. Conversely, if we decide not to, or are not able to, implement any post-closing transactions or restructuring measures, holders of Nabriva AG Common Shares and Nabriva AG ADSs will remain shareholders of Nabriva AG rather than Nabriva Ireland and be subject to the risks that may affect their remaining minority investment in Nabriva AG as further described herein.

         We do not expect to undertake the Squeeze-Out Process and cannot give you any assurance that we will undertake the Squeeze-Out Process sometime in the future or that we will have the cash to pay the amounts necessary to effectuate that Squeeze-Out Process. Holders of any untendered Nabriva AG Common Shares or Nabriva AG ADSs will be forced to hold their respective security for an indefinite period of time. Consequently, such holders may have to hold their investment indefinitely and may not be able to liquidate their investments or pledge them as collateral for a loan.

Impact of Exchange Offer on Employee Equity Plans and Outstanding Awards

        The Exchange Offer does not extend to outstanding options to acquire shares of Nabriva AG granted pursuant to employee equity plans. Nabriva AG currently has two stock option plans in place and we have set out below the proposed treatment of each of these plans in connection with the Redomiciliation Transaction.

The Exchange Offer

General Tax Consequences of the Exchange Offer

        The Exchange Offer is intended to qualify as a tax-free exchange. However, no ruling has been or will be sought from the IRS as to the U.S. federal income tax consequences of the Exchange Offer. Accordingly, there is no assurance that the IRS or the U.S. courts will agree with any of the conclusions described herein. The remainder of this section assumes that the Exchange Offer will qualify as a tax-free exchange under the Code.

Receipt of Nabriva Ireland Shares for Nabriva AG Common Shares or Nabriva AG ADSs

        Subject to certain rules relating to a passive foreign investment company, or PFIC, discussed below in " —Certain PFIC Considerations Related to the Exchange Offer and Squeeze-Out Process ," the following material U.S. federal income tax consequences will result to a U.S. holder from the Exchange Offer:

•

such holder will not recognize gain or loss upon receipt of Nabriva Ireland Shares in exchange for AG Shares;



•

such holder's aggregate basis in the Nabriva Ireland Shares received in the Exchange Offer will be equal to such holder's aggregate tax basis in the AG Shares surrendered; and



•

such holder's holding period for the Nabriva Ireland Shares received in the Exchange Offer will include such holder's holding period for the AG Shares surrendered.

        Where different blocks of AG Shares were acquired at different times and at different prices, the tax basis and holding period of such AG Shares may be determined with reference to each block of AG Shares.

The Squeeze-Out Process

Receipt of Cash for Nabriva AG Common Shares

        Subject to the PFIC rules discussed below in " —Certain PFIC Considerations Related to the Exchange Offer and Squeeze-Out Process ," a U.S. holder that receives cash in exchange for AG Shares pursuant to the Squeeze-Out Process generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of cash received and such holder's tax basis, determined in U.S. dollars, in the AG Shares surrendered. Capital gain of a non-corporate U.S. holder generally is taxed at preferential rates where the property is held for more than one year.

        The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Consequently, a U.S. holder may not be able to use any foreign tax credits arising from any Austrian withholding tax imposed pursuant to the Squeeze-Out Process unless such credit can be applied (subject to applicable limitations) against U.S. tax due on the U.S. holder's other income treated as derived from foreign sources. The rules relating to foreign tax credits, including the amount of foreign income taxes that may be claimed as a credit in any given year, are complex and subject to limitations. You are urged to consult your own tax advisor regarding the application of the foreign tax credit rules to your particular circumstances.

Certain PFIC Considerations Related to the Exchange Offer and Squeeze-Out Process

        The tax consequences described above under the headings " —The Exchange Offer " and the " —The Squeeze-Out Process " may be different if Nabriva AG is treated as a PFIC at any time during a U.S. holder's holding period for its AG Shares. Nabriva AG generally would be a PFIC for any taxable year if (1) at least 75 percent of its gross income for the taxable year is passive income or (2) at least

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50 percent of the value, determined on the basis of a quarterly average, of its assets produce or are held to produce passive income. Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25 percent by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income.

        Based on Nabriva AG's gross income, the composition and average value of its gross assets, and the nature of the active businesses conducted by its "25% or greater" owned subsidiaries, Nabriva AG may have qualified as a PFIC for its 2016 taxable year. However, the determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make a determination. If Nabriva AG was a PFIC for its 2016 taxable year, the U.S. tax consequences to a U.S. holder of AG Shares participating in the Exchange Offer and Squeeze-Out Process would differ from those described above as follows:

•

Exchange Offer .   A U.S. holder that receives Nabriva Ireland Shares in exchange for its AG Shares in the Exchange Offer may be required to recognize gain (but not loss), notwithstanding that the exchange qualifies as a tax-free exchange under the Code. In particular, Section 1291(f) of the Code generally requires that, to the extent provided in regulations, a U.S. person who disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final U.S. Treasury regulations have been promulgated under this statute. Proposed U.S. Treasury regulations were promulgated in 1992 with a retroactive effective date. If finalized in their current form, these regulations would generally require gain (but not loss) recognition by U.S. holders exchanging AG Shares in the Exchange Offer where such holder has not made either (1) a "qualified electing fund" election under Section 1295 of the Code for the first taxable year in which such holder owns such AG Shares or in which Nabriva AG was a PFIC, whichever is later or (2) a "mark-to-market" election under Section 1296 of the Code. Any such gain recognized pursuant to the previous sentence would be subject to special rules (discussed below). There is an exception to the gain recognition rule in certain instances where the exchanging shareholder receives shares of another corporation that is a PFIC, but, as described below in " —Ownership and Disposition of Nabriva Ireland Shares—PFIC Rules ," it is not clear whether Nabriva Ireland will be a PFIC at the time of the Exchange Offer, or whether this exception would otherwise apply. It is not certain at this time whether, in what form, and with what effective date, final U.S. Treasury regulations under Section 1291(f) of the Code will be adopted, or how the proposed U.S. Treasury regulations will be applied.



•

Squeeze-Out Process .   Special rules (discussed below) would apply to any gain recognized by a U.S. holder that receives cash in exchange for AG Shares pursuant to the Squeeze-Out Process, unless such holder has made either (1) a "qualified electing fund" election under Section 1295 of the Code for the first taxable year in which such U.S. holder owns such shares or in which Nabriva AG is a PFIC, whichever is later or (2) a "mark-to-market" election under Section 1296 of the Code. Gain recognized by a holder that has made a timely "qualified electing fund" election may be characterized as capital gain. Gain recognized by a holder that has made a timely "mark-to-market" election will be characterized as ordinary income.

        The special rules referenced in the bulleted items above cause gain to be taxed as follows: (1) the gain will be allocated ratably over the U.S. holder's holding period for AG Shares, (2) the amount allocated to the taxable year in which the U.S. holder realized the gain will be taxed as ordinary income, (3) the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year, and (4) the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

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Ownership and Disposition of Nabriva Ireland Shares

Taxation of Dividends

        Under the U.S. federal income tax laws, and subject to the PFIC rules discussed below, if you are a U.S. holder, the gross amount of any dividend paid by Nabriva Ireland out of Nabriva Ireland's current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) is subject to U.S. federal income taxation. However, because Nabriva Ireland is not expected to calculate earnings and profits in accordance with U.S. federal income tax principles, the entire amount of any distribution may be treated as a dividend. You must include any Irish tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. If you are a non-corporate U.S. holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains provided that you hold the Nabriva Ireland Shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. If Nabriva Ireland were determined to be a PFIC during its 2017 taxable year, then dividends paid by Nabriva for the 2018 taxable year will not be qualified dividend income and, therefore, ineligible for the reduced dividend tax rates. You should consult your own tax advisor regarding the availability of the reduced dividend tax rate in light of your particular circumstances. The dividend is taxable to you when you receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

        The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the payments made, determined at the spot rate on the date the dividend distribution is includable in your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.

        Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in Nabriva Ireland Shares and thereafter as capital gain.

        Dividends will be income from sources outside the United States. Dividends will, depending on your circumstances, generally be either "passive" or "general" income for purposes of computing the foreign tax credit allowable to you. Subject to certain limitations, any Irish tax withheld and paid over to Ireland will be creditable or deductible against your U.S. federal income tax liability.

Taxation of Capital Gains

        Subject to the PFIC rules discussed below, if you are a U.S. holder and you sell or otherwise dispose of your Nabriva Ireland Shares, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize and your tax basis, determined in U.S. dollars, in your Nabriva Ireland Shares.

        Capital gain of a non-corporate U.S. holder generally is taxed at preferential rates where the property is held for more than one year. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Consequently, a U.S. holder may not be able to use any foreign tax credits arising from any Irish withholding tax imposed on the sale, exchange or other taxable disposition of Nabriva Ireland Shares unless such credit can be applied (subject to applicable limitations) against U.S. tax due on the U.S. holder's other income treated as

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derived from foreign sources. You are urged to consult your own tax advisor regarding the application of the foreign tax credit rules to your particular circumstances.

PFIC Rules

        As described above under " —Certain PFIC Considerations Related to the Exchange Offer and Squeeze-Out Process ," special rules apply to U.S. holders who hold shares in a foreign corporation that is treated as a PFIC for U.S. federal income tax purposes. Based on Nabriva Ireland's estimated gross income, the composition and average value of its gross assets, and the nature of the active businesses conducted by its "25% or greater" owned subsidiaries, it is possible that Nabriva Ireland may be a PFIC for the 2017 tax year. However, the determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make a determination.

        If Nabriva Ireland were to be treated as a PFIC, and you are a U.S. holder that did not make a mark-to-market election, you would be subject to special rules with respect to: (1) any gain realized on the sale or other disposition of Nabriva Ireland Shares and (2) any excess distribution that Nabriva Ireland makes to you (generally, any distributions during a single taxable year that are greater than 125 percent of the average annual distributions received in respect of the Nabriva Ireland Shares during the three preceding taxable years or, if shorter, the holding period for the Nabriva Ireland Shares.

        Under these rules: (1) the gain or excess distribution will be allocated ratably over the holding period for the Nabriva Ireland Shares, (2) the amount allocated to the taxable year in which the U.S. holder realized the gain or excess distribution will be taxed as ordinary income, (3) the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year, and (4) the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year. Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.

        Your Nabriva Ireland Shares will be treated as stock in a PFIC if Nabriva Ireland were a PFIC at any time during your holding period in the Nabriva Ireland Shares, even if Nabriva Ireland is not currently a PFIC.

        If you own ordinary shares in a PFIC that are treated as marketable stock, you may make a mark-to-market election. If you make this election, you will not be subject to the PFIC rules described above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your Nabriva Ireland Shares at the end of the taxable year over your adjusted basis in your Nabriva Ireland Shares. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your Nabriva Ireland Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Your basis in Nabriva Ireland Shares will be adjusted to reflect any such income or loss amounts.

        In addition, notwithstanding any election you make with regard to Nabriva Ireland Shares, dividends that you receive from Nabriva Ireland would not constitute qualified dividend income to you if Nabriva Ireland were a PFIC either in the taxable year of the distribution or the preceding taxable year. Dividends that you receive that do not constitute qualified dividend income are not eligible for taxation at the preferential rates applicable to qualified dividend income. Instead, you must include the gross amount of any such dividend paid by Nabriva Ireland out of Nabriva Ireland's accumulated earnings and profits (as determined for U.S. federal income tax purposes) in your gross income, and it will be subject to tax at rates applicable to ordinary income.

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        If you own Nabriva Ireland Shares during any year that Nabriva Ireland is a PFIC, you may be required to file an IRS Form 8621.

Medicare Tax

        A U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8 percent tax on the lesser of (1) the U.S. holder's "net investment income" for the relevant taxable year and (2) the excess of the U.S. holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual's circumstances). A holder's net investment income will generally include its dividend income and its net gains from the disposition of shares, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in Nabriva Ireland Shares.

Information with Respect to Foreign Financial Assets

        Owners of "specified foreign financial assets" with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties, and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of Nabriva Ireland Shares.

Backup Withholding and Information Reporting

        If you are a non-corporate U.S. holder, information reporting requirements, on IRS Form 1099, generally will apply to:

•

dividend payments or other taxable distributions made to you within the United States, and



•

the payment of proceeds to you from the sale of Nabriva Ireland Shares effected at a U.S. office of a broker.

        Additionally, backup withholding may apply to such payments if you are a non-corporate U.S. holder that:

•

fails to provide an accurate taxpayer identification number,



•

is notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax returns, or



•

in certain circumstances, fails to comply with applicable certification requirements.

        Payment of the proceeds from the sale of Nabriva Ireland Shares effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of Nabriva Ireland Shares that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

•

the proceeds are transferred to an account maintained by you in the United States,



•

the payment of proceeds or the confirmation of the sale is mailed to you at a U.S. address, or

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•

the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

unless the broker does not have actual knowledge or reason to know that you are a U.S. person and the documentation requirements described above are met or you otherwise establish an exemption.

        In addition, a sale of Nabriva Ireland Shares effected at a foreign office of a broker will be subject to information reporting if the broker is:

•

a U.S. person,



•

a controlled foreign corporation for U.S. tax purposes,



•

a non-U.S. person 50 percent or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified three-year period, or



•

a foreign partnership, if at any time during its tax year:



•

one or more of its partners are "U.S. persons", as defined in U.S. Treasury regulations, who in the aggregate hold more than 50 percent of the income or capital interest in the partnership, or



•

such foreign partnership is engaged in the conduct of a U.S. trade or business,

unless the broker does not have actual knowledge or reason to know that you are a U.S. person and the documentation requirements described above are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a U.S. person.

        You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by timely filing a refund claim with the IRS.

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