Coppersmith Presentation to Alere Inc Stockholders

PAGE 59 | Poor Governance Breeds Reactive, Not Real, Proactive Change (Cont.) C. The nominee selection process Chairman & CEO Zwanziger describes "During most of 2012, our senior management team actively sought to identify candidates for > nomination to our Board" - Alere's Proxy Statement > …… > Nominating and Corporate Governance Committee met only once in all of 2012. If the Nominating and Corporate Governance Committee barely met, who actually chose Alere's nominees? Alere engaged a search firm in January (management, not the Board or the Nominating Committee), two months after Coppersmith began voicing its concerns and seeking a meeting with Mr. Zwanziger, albeit unsuccessfully Three of Alere's nominees were recommended either by senior management or Alere's longtime investment bankers Search Firm Sir McKillop RBS McKillop Chairman 2006 through 2009 Nationalization Mr. Bjorklund COPPERSMITH Nycomed US Chairman Bjorklund hires CEO Markison in 2011 Alere Management Recommended MacMillan Jefferies Long-time Company banker-recommended Bjorklund and Markison Mr. Markison Avista Capital Bjorklund and Markison are operating partners Covington Long-time Company banker - recommended MacMillan Mr. MacMillan If independence is the goal instead of preserving the status quo, why are management and their long-time investment bankers in the driver's seat?

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