Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 13, 2021 by and among 3M COMPANY, GARDEN SPINCO CORPORATION, NEOGEN CORPORATION and NOVA RMT SUB, INC. TABLE OF CONTENTS Page Article I DEFINITIONS 2 Se

Execution Version

AGREEMENT AND PLAN OF MERGER

DATED AS OF DECEMBER 13, 2021

GARDEN SPINCO CORPORATION,

NEOGEN CORPORATION

NOVA RMT SUB, INC.

TABLE OF CONTENTS

Article VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Article VII COVENANTS

Article VIII CONDITIONS TO THE MERGER

Article IX TERMINATION

Article X MISCELLANEOUS

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of December 13, 2021, is entered into by and among 3M Company, a Delaware corporation (the Company ), Garden SpinCo Corporation, a Delaware corporation and wholly owned Subsidiary of the Company ( SpinCo ), Neogen Corporation, a Michigan corporation ( Parent ), and Nova RMT Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent ( Merger Sub ). Each of the foregoing parties is referred to herein as a Party and collectively as the Parties .

(1) SpinCo is a wholly owned, direct Subsidiary of the Company;

(2) contemporaneously with the execution of this Agreement, the Company, SpinCo and Parent are entering into the Separation and Distribution Agreement, pursuant to which the Company will, upon the terms and conditions set forth therein and in accordance with the Reorganization, separate the SpinCo Business such that, as of the Distribution, the SpinCo Business is held by the SpinCo Entities;

(3) prior to the Distribution, in consideration of the transfer to SpinCo of the SpinCo Assets contemplated by the Reorganization, SpinCo will (a) make a cash payment to the Company in an aggregate amount equal to the SpinCo Payment and (b) if applicable, transfer to the Company the SpinCo Exchange Debt in an aggregate principal amount equal to the Above Basis Amount;

(4) upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, on the Distribution Date, the Company will either (a) distribute all of the shares of SpinCo Common Stock to the Company shareholders without consideration on a pro rata basis (the One-Step Spin-Off ), or (b) consummate an offer to exchange (the Exchange Offer ) shares of SpinCo Common Stock for outstanding shares of Company Common Stock and, in the event that the Company s shareholders subscribe for less than all of the SpinCo Common Stock in the Exchange Offer, the Company will distribute, pro rata to its shareholders, any unsubscribed SpinCo Common Stock on the Distribution Date immediately following the consummation of the Exchange Offer (the Clean-Up Spin-Off );

(5) the disposition by the Company of 100% of the SpinCo Common Stock, whether by way of the One-Step Spin-Off or the Exchange Offer (followed by any Clean-Up Spin-Off) is referred to as the Distribution , and the Distribution together with the Reorganization is referred to as the Separation ;

(6) following the Separation, at the Effective Time, the Parties will effect the merger of Merger Sub with and into SpinCo, with SpinCo continuing as the surviving corporation, upon the terms and subject to the conditions set forth herein;

(7) the board of directors of Parent (the Parent Board ) has unanimously (a) determined that the terms of the Agreement and the transactions contemplated hereby, including the issuance of shares of Parent Common Stock pursuant to the Merger (the Parent Share Issuance ), the Parent Charter Amendment and the Parent Bylaw Amendment, are fair to and in

the best interests of Parent and its shareholders, (b) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the Parent Share Issuance, the Parent Charter Amendment and the Parent Bylaw Amendment, on the terms and subject to the conditions set forth herein, (c) resolved to recommend that the shareholders of Parent approve the Parent Share Issuance, the Parent Charter Amendment and the Parent Bylaw Amendment (the Parent Board Recommendation ), and (d) directed that each of the Parent Share Issuance, the Parent Charter Amendment and the Parent Bylaw Amendment be submitted to a vote at a meeting of Parent s shareholders;

(8) the board of directors of Merger Sub has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, including the Merger;

(9) the board of directors of SpinCo (the SpinCo Board ) has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, including the Merger;

(10) the board of directors of the Company (the Company Board ) has approved this Agreement and the transactions contemplated hereby, subject to such further action by the Company Board required, if applicable, to determine the structure of the Distribution, establish the Record Date and the Distribution Date, and declare the Distribution (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement); and

(11) it is the intention of the Parties that, for U.S. federal income Tax purposes: (a) the Contribution and the Distribution, taken together, qualify as a reorganization under Sections 368(a)(1)(D) and 355(a) of the Code; (b) the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code; and (c) each of this Agreement and the Separation and Distribution Agreement constitute a plan of reorganization for purposes of Section 368 of the Code.

NOW, THEREFORE:

In consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1.1 Definitions . As used herein, the following terms have the following meanings:

(1) Above Basis Amount has the meaning set forth in the Separation and Distribution Agreement.

(2) Acceptable Confidentiality Agreement means a confidentiality agreement that contains confidentiality and use provisions that are no less favorable in the aggregate to Parent than those contained in the Confidentiality Agreement; provided that such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with any Party to this Agreement or otherwise prohibiting Parent s compliance with its obligations under this Agreement.

(3) Action means any claim, action, suit, litigation, arbitration, mediation, inquiry, investigation or other proceeding, in each case, by any Person or Governmental Authority, in each case, before, heard by or otherwise involving as a party any Governmental Authority.

(4) Adverse Law Event means (i) the enactment of any Law, issuance of any judicial determination or proposal or promulgation of any administrative authority or pronouncement (including any interpretation of Law) which would materially adversely affect the Tax-Free Status, (ii) the approval by either house of the U.S. Congress or the U.S. executive branch of any legislation which would if enacted and signed into Law, or would reasonably be expected to if enacted and signed into Law, materially adversely affect the Tax-Free Status or (iii) the failure by the IRS to issue any ruling (other than any (A) Code Section 355(e) counting ruling not related to the matters set forth in Section 1.1(4) of the SpinCo Disclosure Schedule, (B) any such ruling in connection with the Debt Exchange (a Debt Exchange Ruling ) if the IRS has issued a satisfactory ruling addressing the nonqualified preferred stock referred to in Section 6.02(d) of the Tax Matters Agreement (an NQPS Ruling ) or (C) an NQPS Ruling if the IRS has issued a satisfactory Debt Exchange Ruling) requested in the IRS Ruling Request.

(5) Affiliate means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, through one or more intermediaries or otherwise. For the avoidance of doubt, following the Effective Time, Affiliates of Parent shall include the SpinCo Entities.

(6) Agreement means this Agreement and Plan of Merger, including all Annexes, Exhibits and Schedules hereto (including the Disclosure Schedules), as it may be amended, restated, modified or supplemented from time to time in accordance with its terms.

(7) Antitrust Laws means the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, the HSR Act and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

(8) Asset Purchase Agreement means the Asset Purchase Agreement, dated as of the date hereof, between the Company and Parent, attached as Exhibit I to this Agreement.

(9) Balance Sheet Date means June 30, 2021.

(10) Basis Amount has the meaning set forth in the Separation and Distribution Agreement.

(11) Benefit Plan means each employee benefit plan (within the meaning of Section 3(3) of ERISA but regardless of whether such plan is subject to ERISA) and compensation plan, program, agreement or arrangement, including each pension, retirement, profit sharing, 401(k), severance, health and welfare, disability, deferred compensation, employment, termination, change-in-control, retention, fringe benefit, stock purchase, cash bonus or equity-based incentive or other benefit plan program, agreement, policy or other arrangement, in each case, that is maintained for the benefit of current and/or former directors, officers, consultants or employees, excluding any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority or any Multiemployer Plan.

(12) Books and Records has the meaning set forth in the Separation and Distribution Agreement.

(13) Business Day means any day that is not a Saturday, a Sunday or other day on which banking institutions are authorized or obligated by Law to be closed in New York, New York, Lansing, Michigan or St. Paul, Minnesota.

(14) Clean-Trace Agreement means the Distribution Agreement in substantially the form attached as Exhibit K to this Agreement to be entered into between the Company and SpinCo at or prior to the Distribution Time.

(15) Code means the Internal Revenue Code of 1986, as amended.

(16) Collective Bargaining Agreement means a collective bargaining agreement or a master labor contract.

(17) Commercial Food Safety Applications means (x) finished products, raw materials (including water), or in-process products, materials, or samples, in each case, used in the commercial processing or commercial production of food, beverages (excluding household tap or municipal water, but including bottled water), nutraceuticals and nutritional supplements, or animal feed (including materials for pet consumption); (y) physical surfaces in facilities used in connection with commercial development, processing, or production of food, beverages (excluding household tap or municipal water, but including bottled water), nutraceuticals and nutritional supplements, or animal feed (including material for pet consumption); and (z) clean-in-place final rinse water used in the commercial processing or commercial production of food, beverages (excluding household tap or municipal water, but including bottled water), nutraceuticals and nutritional supplements, or animal feed (including material for pet consumption).

(18) Company Benefit Plan means each Benefit Plan that (a) is or has been maintained, sponsored, contributed to or entered into by the Company or any of its Affiliates for the benefit of any SpinCo Employee or Former SpinCo Employee and (b) that is not a SpinCo Benefit Plan.

(19) Company Business has the meaning set forth in the Separation and Distribution Agreement.

(20) Company Common Stock means the common stock, par value $0.01 per share, of the Company.

(21) Company Distribution Tax Representations means the representations of an officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to EY and WLRK, delivered to EY and WLRK in connection with the Distribution Tax Opinions.

(22) Company Material Adverse Effect means any change, event, development, condition, occurrence or effect that has materially impaired, materially delayed or otherwise had a material adverse effect on, or would reasonably be expected to, materially impair, materially delay or otherwise have a material adverse effect on, in each case individually or in the aggregate, the ability of the Company to perform its obligations hereunder or under the Separation and Distribution Agreement or to consummate the transactions contemplated hereby and thereby, including the Merger and the Separation.

(23) Company Representatives means all individuals who, as of the Closing Date, are employed by the Company or any of its Subsidiaries and were directly involved in the transactions contemplated hereby, directly supervised one or more SpinCo Employees immediately prior to the Closing.

(24) Company SEC Documents means all forms, reports, Schedules, statements and other documents required to be filed or furnished by the Company or SpinCo with the SEC since January 1, 2019.

(25) Company Tax Opinions means the Distribution Tax Opinions and the Company Merger Tax Opinion.

(26) Confidentiality Agreement means that certain Confidentiality Agreement, by and between Parent and the Company, dated as of October 11, 2019, as amended on December 12, 2021.

(27) Consent means any consent, clearance, expiration or termination of a waiting period, approval, exemption, waiver, authorization, filing, registration or notification.

(28) Contract means any binding contract, agreement, understanding, arrangement, loan or credit agreement, note, bond, indenture, lease, warranty, accepted purchase order with outstanding performance obligations at the applicable time of determination, sublicense or license or other instrument; provided that Contract shall not include any Company Benefit Plan or any Parent Benefit Plan.

(29) Contribution has the meaning set forth in the Separation and Distribution Agreement.

(30) COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

(31) COVID-19 Measures means any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

(32) Debt Exchange means the exchange by the Company of SpinCo Exchange Debt in an aggregate principal amount equal to the Above Basis Amount for outstanding Company Exchange Debt.

(33) DGCL means the Delaware General Corporation Law.

(34) Distribution Date has the meaning set forth in the Separation and Distribution Agreement.

(35) Distribution Time has the meaning set forth in the Separation and Distribution Agreement.

(36) Employee Matters Agreement has the meaning set forth in the Separation and Distribution Agreement.

(37) Environmental Laws means any Law relating to pollution or protection of the environment or human health and safety.

(38) ERISA means the Employee Retirement Income Security Act of 1974, as amended.

(39) ERISA Affiliate means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same controlled group as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

(40) Exchange Act means the Securities Exchange Act of 1934, as amended.

(41) Exchange Ratio means the greater of (x) 108,185,928 or (y) the product of (i) the number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time multiplied by (ii) 1.00400802, in the case of each of clauses (x) or (y), divided by the number of shares of SpinCo Common Stock issued and outstanding immediately prior to the Effective Time, subject to adjustment as set forth herein.

(42) Excluded Assets has the meaning set forth in the Separation and Distribution Agreement.

(43) Excluded Information has the meaning set forth in the Debt Commitment Letter as in effect as of the date hereof.

(44) Excluded Liabilities has the meaning set forth in the Separation and Distribution Agreement.

(45) EY means Ernst & Young LLP.

(46) Foreign Benefit Plan means any Benefit Plan that is maintained (i) primarily for the benefit of employees outside the United States or (ii) pursuant to the Laws of a country other than the United States.

(47) Former SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

(48) Fraud means any actual and intentional misrepresentation of a material fact by a Party in making the representations and warranties set forth in Article IV , Article V or Article VI , as applicable, or in the certificate contemplated by Section 8.2(c) and Section 8.3(c) , as applicable, with the actual intent to induce the other Party to rely upon the inaccuracy and such other Party having reasonably relied upon such inaccuracy.

(49) GAAP means generally accepted accounting principles in the United States.