HIKMA Pharmaceuticals PLC — AGM Information 2017

May 19, 2017

HIKMA PHARMACEUTICALS PLC (the "Company")

SPECIAL RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING ON 19 MAY 2017

At the Annual General Meeting of the Company duly convened and held at the Sofitel St James, 6 Waterloo Place, London SW1Y 4AN on 19 May 2017 at 10:00 a.m., the following resolutions numbered 20 to 23 were duly passed as special resolutions:

Special Resolutions

Resolution 20

That subject to Resolution 19 is, the Directors were given the power to:

• a. allot equity securities (as defined in section 560 of the Act) of the Company for cash under the authority conferred by that resolution; and/or
• b. sell Ordinary Shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited:
• i. to the allotment of equity securities and the sale of treasury shares in connection with or pursuant to an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 19 above, by way of a rights issue only):
• a. to holders of Ordinary Shares in proportion (as nearly as practicable) to their existing holdings; and
• b. to holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider it necessary,

but subject to such limits, restrictions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever, and

ii. in the case of the authority granted under paragraph (a) of Resolution 19 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) above) up to a nominal amount of £1,199,894

such power to apply until the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 June 2018), save that, in each case, the Company may during this period make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after the power ends and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement as if the power conferred hereby had not ended.

Resolution 21

That, subject to Resolution 19, the Directors were given the power, in addition to any power granted under Resolution 20, to:

• a. allot equity securities (as defined in section 560 of the Act) of the Company for cash under the authority granted under paragraph (a) of resolution 19; and/or
• b. sell Ordinary Shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:
• i. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,199,894; and
• ii. used only for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles most recently published by the Pre-Emption Group prior to the date of this Notice or for the purposes of refinancing such a transaction within six months of its taking place,

such power to apply until the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 June 2018), save that, in each case, the Company may during this period make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after the power ends and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement as if the power conferred hereby had not ended.

Resolution 22

That the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of any of its Ordinary Shares on such terms and in such manner as the Directors may from time to time determine, provided that:

• a. the maximum number of Ordinary Shares which may be purchased is 23,997,880;
• b. the minimum price which may be paid for each Ordinary Share is 10 pence which amount shall be exclusive of expenses, if any;
• c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of:
• i. an amount equal to 5 per cent. above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
• ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out at the relevant time;
• d. unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting to be held in 2018 (or, if earlier 30 June 2018); and
• e. under this authority the Company may enter into a contract to purchase Ordinary Shares which would or might be executed wholly or partly after the expiry of this authority, and the Company may make purchases of Ordinary Shares pursuant to any such contract as if this authority had not expired.

Resolution 23

That a general meeting of Shareholders of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Peter Speirs Company Secretary